Common use of Subsidiary Guarantee Clause in Contracts

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, jointly and severally, unconditionally and irrevocably, Guarantees to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XEleven, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations liabilities of the Company under this Indenture and the Securities Notes (including, without limitation, any interest, fees or expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding, whether or not such interest, fees or expenses is an allowed claim under applicable state, federal or foreign law and the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Eleven notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpaymentnon-payment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities Notes or the Guarantor Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors Each Guarantor further agree agrees that their Guarantees its Guarantee herein constitute constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 11.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under against the Company or any other person under, this Indenture, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by 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 by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.10, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary Guarantee in compliance with Section 11.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.111.01.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article X, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and of the Securities, to the extent lawful, and the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.6) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Each Subsidiary Guarantors further agree Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors will it shall remain bound under this Article XI X notwithstanding any extension or renewal of any Guarantor Obligation. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guarantor Obligations and also waive waives (to the extent lawful) notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) notice of any default under the Securities or the Guarantor Obligations. The obligations Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee Except as set forth in Section 4.3, Section 10.2 or Article VIII, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreementagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary 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 by (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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 4.3, Section 10.2 or Article VIII. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary 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 Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, shall forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company to or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee. 1, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.110.1. Neither the Company nor the Subsidiary Guarantors shall be required to make a notation on the Securities to reflect any Subsidiary Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Subsidiary Guarantee.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article XEach Guarantor hereby fully, each Subsidiary Guarantor which becomes a party hereto by executing unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Interest, if any, on the Notes and all other monetary obligations owing Obligations of the Company under this Indenture Indenture. Each Guarantor further agrees (including obligations owing to the Trusteeextent permitted by law) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities Notes or the Obligations. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (ivd) the release of any security Note held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (vif) any change in the ownership of the Company. The Each Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security Note held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as expressly set forth in Article XVIII and Section 10.2, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Each Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees 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 or Additional Interest, if any, on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in Section 10.2. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (iiix) all other monetary Obligations the maturity of the Company to Obligations Guaranteed hereby may be accelerated as provided in this Indenture for the Holders purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby and (y) in the Trustee. 1event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.110.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder holder and to the Trustee and its successors and assigns (i) the full performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuer under this Indenture and the Notes, whether for payment of principal of, premium (premium, if any) and , or interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations owing of the Company Issuer under this Indenture (including obligations owing to the Trustee) and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the any Subsidiary GuarantorsGuarantor, and that the each Subsidiary Guarantors will Guarantor shall remain bound under this Article XI XII notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuer of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any Obligationother agreement; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (iv) the release of any security held by any Holder holder or the Trustee for the Guaranteed Obligations or any of themeach Subsidiary Guarantor; (v) the failure of any Holder holder or the 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 Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the CompanySubsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. The Each Subsidiary Guarantors 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 Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) The Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article XXII, subordinated and subject equal in right of payment to the prior all existing and future Pari Passu Indebtedness, senior in right of payment in full of the principal of to all existing and premium, if any, and interest on all Guarantor Senior future Subordinated Indebtedness of such Subsidiary Guarantor Guarantor. (f) Except as expressly set forth in Sections 8.01(b), 12.02 and this Guarantee is made subject to such provisions of this Indenture. The 12.06, the obligations of the each Subsidiary Guarantors 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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities 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 Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the any Subsidiary Guarantors Guarantor as a matter of law or equity. (g) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary 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 holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Company Issuer to the Holders holders and the Trustee. 1(i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section 12.01. (j) Each Subsidiary Guarantor also agree agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys' fees’ fees and expenses) incurred Incurred by the Trustee or any Holder holder in enforcing any rights under this Section 11.112.01. (k) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each The Subsidiary Guarantor which becomes a party hereto by executing hereby fully and delivering a supplement to this Indenture pursuant to Section 4.10 herebyunconditionally guarantees, jointly on an unsubordinated basis, as primary obligor and severallynot merely as surety, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of the principal of and interest, including any Additional Interest, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest (including any Additional Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI 9 notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Guarantor waives notice of any default Default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vie) any change in the ownership of the Company. The Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full or pursuant to Sections 9.02 and 9.03 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever (other than payment of the Obligations in full or pursuant to Sections 9.02 and 9.03 hereof) or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors Guarantor herein shall not be (to the extent permitted by law) 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 defaultDefault, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors Guarantor as a matter of law or equity. The Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or until such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Common Stock or assets of the Subsidiary Guarantor in compliance with Section 9.02, or upon its release from the Subsidiary Guaranty pursuant to Section 9.03. The Subsidiary Guarantor further agree agrees that their Guarantees unless its Subsidiary Guarantee has been released pursuant to Section 9.02 or Section 9.03, its Subsidiary 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 (including any Obligation Additional Interest), on any of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption acceleration or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) without duplication of any amounts included in the preceding clause (i), accrued and unpaid interest (including any Additional Interest) on such Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1). The Subsidiary Guarantors Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Subsidiary Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.19.01.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XXI, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and of the Securities, to the extent lawful, and the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture principal of, premium, if any, and interest (including obligations owing any interest accruing subsequent to the Trustee) filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foregoing law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities on the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture Indenture, the Collateral Documents and the Securities Intercreditor Agreement (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Each Subsidiary Guarantors further agree Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is expressly subordinated to the Guarantor Obligations, in which case the Guarantor Obligations shall rank senior in right of payment to such other Indebtedness. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors will it shall remain bound under this Article XI notwithstanding any extension or renewal of any Guarantor Obligation. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives (to the extent lawful) notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) notice of any default under the Securities or the Guarantor Obligations. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee Except as set forth in Section 3.12, Section 11.2 and Article VIII, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities Securities, the Collateral Documents, the Intercreditor Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, the Collateral Documents, the Intercreditor Agreement or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Collateral Agent for the Guarantor Obligations or any of them; (e) the failure of any thereof, by Holder to exercise any right or remedy against any other Subsidiary 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 by (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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 3.12, Section 11.2 and Article VIII. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section. The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into any Person (other than the Company or another Subsidiary Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the assets of any Subsidiary Guarantor unless: (1) if such entity remains a Subsidiary Guarantor, (a) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia; (b) the Successor Guarantor, if other than such Subsidiary Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee, the Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (c) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; and (2) the transaction is made in compliance with Section 11.13.7 of this Indenture. Notwithstanding the foregoing, any Subsidiary Guarantor may merge with or into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Company or merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Subsidiary Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Subsidiary Guarantor and its Restricted Subsidiaries is not increased thereby.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XEleven, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, including Special Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.07) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Eleven notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpaymentnon-payment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 11.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under against the Company or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by 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 by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.09, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary in compliance with Section 11.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each The Subsidiary Guarantor which becomes a party hereto by executing hereby fully and delivering a supplement to this Indenture pursuant to Section 4.10 herebyunconditionally guarantees, jointly on an unsubordinated basis, as primary obligor and severallynot merely as surety, unconditionally and irrevocably, Guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturityMaturity, by acceleration, by redemption acceleration or otherwise, of the principal of, and interest on, the Notes and all other monetary obligations owing and liabilities of the Company Issuers under this Indenture (including obligations owing including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeIssuers or the Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "collectively, “Obligations"”). The Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI ARTICLE 10 notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuers of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Obligations. The obligations Obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; , (iib) any extension or renewal of any Obligation; thereof, (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; , (ivd) 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; them or (vie) any change in the ownership of the CompanyIssuers. The Subsidiary Guarantors Guarantor further agree agrees that their Guarantees herein constitute the Subsidiary Guarantee constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations Obligations of the Subsidiary Guarantors Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full or pursuant to Section 10.02 and Section 10.03), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever (other than payment of the Obligations in full or pursuant to Section 10.02 and Section 10.03) or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations Obligations of the Subsidiary Guarantors Guarantor herein shall not be (to the extent permitted by law) 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 Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors Guarantor as a matter of law or equity. The Subsidiary Guarantors Guarantor agrees that the Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Obligations or until the Subsidiary Guarantor is released from the Subsidiary Guarantee upon the merger or the sale of all or substantially all of the common stock of, or other ownership interests in, or assets of the Subsidiary Guarantor in compliance with Section 10.02, or upon its release from the Subsidiary Guarantee pursuant to Section 10.03. The Subsidiary Guarantor further agree that their Guarantees herein agrees that, unless the Subsidiary Guarantee has been released pursuant to Section 10.02 or Section 10.03, the Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company Issuers to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption acceleration or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) without duplication of any amounts included in the preceding clause (i), accrued and unpaid interest (including any Additional Interest), if any, on such Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1). The Subsidiary Guarantors Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Subsidiary Guarantee. The Subsidiary Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.110.01.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article X, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and of the Notes, to the extent lawful, and the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to principal of, premium, if any, and interest on the Trustee) Notes and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities Notes (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.6) and the Collateral Documents (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Each Subsidiary Guarantors further agree Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors will it shall remain bound under this Article XI X notwithstanding any extension or renewal of any Guarantor Obligation. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guarantor Obligations and also waive waives (to the extent lawful) notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) notice of any default under the Securities Notes or the Guarantor Obligations. The obligations Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee Except as set forth in Section 4.2, Section 10.2 and Article VIII, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities Notes, the Collateral Documents, the Intercreditor Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Collateral Documents, the Intercreditor Agreement or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Collateral Agent for the Guarantor Obligations or any of them; (e) the failure of any thereof, by Holder to exercise any right or remedy against any other Subsidiary 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 by (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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 4.2, Section 10.2 and Article VIII. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary 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 Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section. Neither the Company nor the Subsidiary Guarantors shall be required to make a notation on the Notes to reflect any Subsidiary Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Subsidiary Guarantee.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article X, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and of the Securities, to the extent lawful, and the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.7) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guarantor Obligations"). The Each Subsidiary Guarantors further agree Guarantor agrees that the Guarantor Obligations will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Guarantor Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee Except as set forth in Section 10.2, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreementagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor, or (f) any change in the ownership of the Company; (g) by any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to (a) The Guarantor hereby irrevocably and unconditionally guarantees on a general unsecured and unsubordinated basis (the subordination provisions contained in Article X“Subsidiary Guarantee”), each Subsidiary Guarantor which becomes as a party hereto by executing primary obligor and delivering not merely as a supplement to this Indenture pursuant to Section 4.10 herebysurety, jointly and severally, unconditionally and irrevocably, Guarantees to each Holder and to the Trustee and its successors and assigns (i) assigns, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and of all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities, whether for payment of principal of, interest and Additional Amounts, if any, on, or liquidated damages, if any, in respect of, the Securities and (ii) the full and punctual performance within applicable grace periods of all other monetary obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorstherefrom, and that the Subsidiary Guarantors will it shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation. . (b) The Subsidiary Guarantors waive Guarantor waives, to the fullest extent permitted by law, presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Guarantor waives notice of any default Default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligationthereof; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Guarantor. (c) The Guarantor hereby waives, to the fullest extent permitted by law, any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or the Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against it. The Guarantor hereby irrevocably waives the benefits to which it is entitled under articles 2357, 2339 and 2355 of the Chilean Civil Code. (d) The Guarantor further agrees that the Subsidiary Guarantors further agree that their Guarantees Guarantee herein constitute constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive 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. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner . (e) Except as expressly set forth in Article XSections 9.01(a), subordinated 11.01(f), 11.02 and subject in right of payment to 11.07, the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors 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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors 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 defaultDefault, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors Guarantor as a matter of law or equity. (f) The Guarantor agrees that the Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. The Guarantor further agrees that the Subsidiary Guarantors further agree that their Guarantees 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 or liquidated damages, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. . (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or liquidated damages, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Paying Agent for the benefit of Holders or the Trustee or any agent appointed hereunder an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest and Additional Amounts, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations obligations of the Company to the Holders, the Trustee and any agent appointed hereunder. (h) The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VII for the purposes of the Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VII, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section 11.01. 1. The Subsidiary Guarantors also agree (i) Upon request of the Trustee, the Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by carry out more effectively the Trustee or any Holder in enforcing any rights under purpose of this Section 11.1Indenture.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder and holder, to the Trustee and its to the Collateral Agent and their respective successors and assigns (i) the full performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of either Issuer under this Indenture and the Notes, whether for payment of principal of, premium (premium, if any) and , or interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations owing of the Company either Issuer under this Indenture (including obligations owing to the Trustee) and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company either Issuer whether for fees, expenses, indemnification or otherwise under this Indenture Indenture, the Security Documents, the Intercreditor Agreement and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Guaranteed Obligations of all Subsidiary Guarantors shall be secured by security interests (subject to Permitted Liens and Liens permitted by Section 4.12) in the Collateral owned by such Subsidiary Guarantor pursuant to the terms of the Security Documents (but subject to the terms and conditions of the Security Documents and the Intercreditor Agreement). Each Subsidiary Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the any Subsidiary GuarantorsGuarantor, and that the each Subsidiary Guarantors will Guarantor shall remain bound under this Article XI XII notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company either Issuer of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder holder, the Collateral Agent or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company either Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any Obligationother agreement; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (iv) the release of any security held by any Holder holder, the Collateral Agent or the Trustee for the Guaranteed Obligations or any of themeach Subsidiary Guarantor; (v) the failure of any Holder holder, the Collateral Agent or the 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 Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the CompanySubsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of either Issuer first be used and depleted as payment of the Issuers’ or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. The Each Subsidiary Guarantors Guarantor hereby waives any right to which it may be entitled to require that either Issuer be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder holder or the Trustee or Collateral Agent to any security held for payment of the Guaranteed Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder and to the Trustee and its successors and assigns (i) the full performance and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturityStated Maturity, by acceleration, by redemption acceleration or otherwise, and of all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Company under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the any Subsidiary GuarantorsGuarantor, and that the each Subsidiary Guarantors will Guarantor shall remain bound under this Article XI 18 notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any Obligationother agreement; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities 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 themeach Subsidiary Guarantor; (v) the failure of any Holder or the 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 18.02(b). Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. The Each Subsidiary Guarantors Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive 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) The Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in this Article X18, subordinated and subject equal in right of payment to the prior all existing and future Pari Passu Indebtedness, senior in right of payment in full of the principal of to all existing and premium, if any, and interest on all Guarantor Senior future Subordinated Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The Guarantor. (f) Except as expressly set forth in Article 3, the obligations of the each Subsidiary Guarantors 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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 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 Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the any Subsidiary Guarantors Guarantor as a matter of law or equity. (g) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Company to the Holders and the Trustee. 1(i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section 18.01. (j) Each Subsidiary Guarantor also agree agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys' fees’ fees and expenses) incurred by the Trustee Trustee, the Notes Collateral Agent or any Holder in enforcing any rights under this Section 11.118.01. (k) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XEleven, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, including Special Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.07) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Eleven notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpaymentnon-payment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 11.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under against the Company or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by 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 by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.10, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary Guarantee in compliance with Section 11.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Subsidiary Each Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, jointly and severally, hereby unconditionally and irrevocably, Guarantees irrevocably guarantees (each a "Subsidiary Guarantee") on a senior subordinated basis to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations")Securities. The Subsidiary Guarantors Guarantor further agree agrees that the Obligations obligations of the Company may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorssuch Guarantor, and that the Subsidiary Guarantors such Guarantor will remain bound under this Article XI notwithstanding any extension or renewal of any Obligationsuch obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations Company's obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the ObligationsCompany's obligations. The obligations of the Subsidiary Guarantors any Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee trustee for the Obligations obligations of the Company or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligationsobligations of the Company; or (vi) fl any change in the ownership of the Companysuch Guarantor. The Each Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees herein constitute Guarantee constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligationsobligations of the Company. The Each Guarantor's Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this each such Guarantor's Subsidiary Guarantee is made subject to such provisions of this Indenture. For purposes of this Section 11.1, "payment in full," as used with respect to Senior Indebtedness means the receipt of cash. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoffdefense of set-off, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors such Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Each Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees herein Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which that any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation of the Securities 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 Obligationmonetary obligation of the Company under this Indenture or the Securities, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, but subject to Article X forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligationsobligations, (ii) accrued and unpaid interest on such Obligations obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations obligations of the Company to the Holders and the Trustee. 1. The Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all such obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article IV for the purposes of such Guarantor's Subsidiary Guarantors Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article IV, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section. Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneyscounsels' feesfees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1section with respect to such Guarantor.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XTen, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the Accreted Value, principal of, premium, if any, and interest, including Additional Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.07) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "ObligationsGUARANTOR OBLIGATIONS"). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Ten notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 10.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreementagreement or otherwise; (b) any extension or renewal granted; (c) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, ; or by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.08, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary in compliance with Section 10.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' feesfees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XEleven, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, including Special Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.07) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Eleven notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpaymentnon-payment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 11.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under against the Company or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by 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 by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.10, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary in compliance with Section 11.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each The Subsidiary Guarantor which becomes a party hereto by executing hereby fully and delivering a supplement to this Indenture pursuant to Section 4.10 herebyunconditionally guarantees, jointly on an unsubordinated basis, as primary obligor and severallynot merely as surety, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of the principal of and interest, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI 14 notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Guarantor waives notice of any default Default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vie) any change in the ownership of the Company. The Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full or pursuant to Sections 1402 and 1403 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever (other than payment of the Obligations in full or pursuant to Sections 1402 and 1403 hereof) or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors Guarantor herein shall not be (to the extent permitted by law) 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 the Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors Guarantor as a matter of law or equity. The Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or until such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the common stock or assets of the Subsidiary Guarantor in compliance with Section 1402, or upon its release from the Subsidiary Guarantee pursuant to Section 1403. The Subsidiary Guarantor further agree agrees that their Guarantees unless its Subsidiary Guarantee has been released pursuant to Section 1402 or Section 1403, its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest, on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption acceleration or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) without duplication of any amounts included in the preceding clause (i), accrued and unpaid interest (including any Additional Interest) on such Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1). The Subsidiary Guarantors Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Subsidiary Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.11401.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XII, each Subsidiary Guarantor which becomes hereby fully, unconditionally and irrevocably guarantees, on a party hereto by executing senior subordinated basis, as primary obligor and delivering a supplement to this Indenture pursuant to Section 4.10 herebynot merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, including Special Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this the Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations under Section 7.07 of the Company under this Indenture and the Securities Base Indenture) (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI II notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 2.4, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by 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 by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary in compliance with Section 2.4 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject To the extent and subject to the subordination provisions contained limitations set forth in Article Xthe Indenture, the Subsidiary Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafter referred to as a "Subsidiary Guarantor," which term includes any successor or additional Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 herebyunder the Indenture) have, jointly and severally, unconditionally and irrevocably, Guarantees to each Holder and to the Trustee and its successors and assigns guaranteed (ia) the full due and punctual payment of the principal of(and premium, premium (if any) of and interest on the Securities when dueand related coupons, whether at maturity, by acceleration, by redemption or otherwise, (b) the due and punctual payment of all other monetary obligations owing of amounts due and payable under the Company under this Indenture (including obligations owing to the Trustee) and the Securities by the Company, and (iic) the full due and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities Holders or the ObligationsTrustee, all in accordance with the terms set forth in the Indenture. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise indicated. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, are limited to the extent maximum amount as will, after giving effect to all other contingent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness fixed liabilities of such Subsidiary Guarantor and this after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee is made or pursuant to its contribution obligations under the Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable federal, state or foreign law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor. Under certain limited circumstances, the Subsidiary Guarantors may be released from the Subsidiary Guarantee upon the terms and subject to such provisions of this the conditions provided in the Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonthe Holders of Securities and to the Trustee pursuant to the Subsidiary Guaranties and the Indenture are expressly set forth in the Indenture, including any claim of waiver, release, surrender, alteration or compromiseArticle Fifteen thereof, and shall not be subject reference is hereby made to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of Indenture for the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations precise terms of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this IndentureGuarantees. NATURAL GAS CLEARINGHOUSE By: NGC Corporation, the Securities or any other agreementits general partner WARREN NGL, by any waiver or modification of any thereofINC. WARREN ENERGY RESOURCES, by any defaultLIMITED ▇▇▇▇▇▇RSHIP By: W▇▇▇▇▇ Energy, failure or delayInc., willful or otherwiseits general partner WARREN GA▇ ▇▇▇▇IDS, in the performance of the ObligationsINC. NGC OIL TRADING AND TRANS▇▇▇▇▇▇ION, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equityINC. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstatedNGC UK LIMITED NGC CANADA, as the case may beINC. NGC FUTURES, if at any time paymentINC. WARREN GAS MARKETING, or any part thereofINC. WARREN NGL PIPELINE COM▇▇▇▇ WARREN INTRASTATE GAS ▇▇▇▇▇▇, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwiseINC. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereofKANSAS GAS SUPP▇▇ ▇▇▇PORATION WARREN PETROLEUM COMPANY, upon the failure of the Company to pay any Obligation when and as the same shall become dueLIMITED PARTNERSHIP By: ▇▇▇▇▇▇ Petroleum GP, whether at maturityInc., by accelerationits general partner WPC ▇▇, by redemption or otherwise▇NC. WTLPS, or to perform or comply with any other ObligationINC. Electric Clearinghouse, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.Inc. By _____________________________ ARTICLE THREE THE SECURITIES

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each the Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 Guarantors hereby, jointly and severally, unconditionally and irrevocably, Guarantees Guarantee to each Holder and to the Trustee and its successors and assigns (ia) the full and punctual payment of principal of, premium (if any) of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (ia) the failure of 97 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligation; (iiic) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vif) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 98 vary the risk of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully and delivering a supplement to this Indenture pursuant to Section 4.10 herebyunconditionally guarantees, on an unsubordinated basis, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of the principal of and interest, including any Additional Interest, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest (including any Additional Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI 9 notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default Default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not be (to the extent permitted by law) 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 defaultDefault, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization Holders of the Company or otherwise. In furtherance Securities are deemed to have consented to the release of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure guarantee of the Company to pay Securities provided by a Subsidiary Guarantor, without any Obligation when and as action required on the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt part of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder of the Securities, upon such Subsidiary Guarantor ceasing to guarantee the Senior Credit Facility and any other Credit Facility Debt and Capital Markets Debt of the Company. Accordingly, if the lenders under the Senior Credit Facility agree to release a Subsidiary Guarantor from its guarantee of the Senior Credit Facility, the obligations of such Subsidiary to guarantee the Securities will immediately terminate, and if the Senior Credit Facility is repaid in enforcing full, the obligations of the Company's Subsidiaries to guarantee the Securities will immediately terminate, unless the Company's Subsidiaries guarantee any rights under this Section 11.1.other Credit Facility Debt or Capital Markets Debt of the Company. If any of the Company's Subsidiaries guarantee any Credit Facility Debt or Capital Markets Debt of the Company, then such Subsidiaries shall promptly guarantee the Securities by entering into a supplemental indenture in the form attached hereto as Exhibit B.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XEleven, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations liabilities of the Company under this Indenture and the Securities Notes (including, without limitation, any interest, fees or expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding, whether or not such interest, fees or expenses is an allowed claim under applicable state, federal or foreign law and the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Eleven notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpaymentnon-payment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities Notes or the Guarantor Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors Each Guarantor further agree agrees that their Guarantees its Guarantee herein constitute constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 11.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy under against the Company or any other person under, this Indenture, the Securities Notes or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement, ; (d) the release of any security held by any waiver Holder or modification the Trustee for the Guarantor Obligations or any of them; (e) the failure of any thereof, by 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 by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.10, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary Guarantee in compliance with Section 11.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all other monetary obligations owing of the Company under this the Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors will it shall remain bound under this Article XI Nine notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this the Indenture, the Securities Notes or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)the Indenture, the Securities Notes or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee Except as expressly set forth in Sections 8.02(a), 9.02 and 9.03 of this First Supplemental Indenture, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in Section 9.03 of this First Supplemental Indenture. Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (iiix) all other monetary Obligations the maturity of the Company to Obligations guaranteed hereby may be accelerated as provided in the Holders Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the Trustee. 1event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.19.01.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees (collectively, the “Subsidiary Guarantees”), as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder and to the Trustee and its their successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee acting in any capacity under the Indenture) and the Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations owing of the Company under this the Indenture (including obligations owing to the Trustee) and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this the Indenture and the Securities Notes, on the terms set forth in the Indenture by executing the Indenture (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the each such Subsidiary GuarantorsGuarantor, and that the such Subsidiary Guarantors will Guarantor shall remain bound under this Article XI 3 notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default Default under the Securities Notes or the Guaranteed Obligations. The obligations of the . (c) Each Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees Guarantee herein constitute constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive 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. The Guarantee . (d) Except as expressly set forth in Section 3.2, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. (e) Subject to Sections 3.2 and 3.3, each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Without limiting the generality of the foregoing, the obligations of the Each Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Guarantor further agrees that its Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of, or any part thereof, principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or any of its Subsidiaries or otherwise. . (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Company to the Holders Trustee. (g) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Section 5.1 hereof and Article 6 of the Base Indenture for the purposes of any Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 hereof and Article 6 of the Base Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 3.1. 1. The (h) Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all fees, costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.13.1. (i) Each Subsidiary Guarantor shall promptly 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 the Indenture.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article XFor value received, each Subsidiary Guarantor (which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 herebyterm includes any successor Person under the Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the Indenture and irrevocablysubject to the provisions in the Indenture, Guarantees dated as of May 23, 2017 (the “Base Indenture”), between The Chemours Company, as issuer (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of May 23, 2017 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its their successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, and of all other monetary obligations owing of the Company under this the Indenture (including obligations owing to the Trustee) and the Securities Notes, whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Company under the Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes, on the terms set forth in the First Supplemental Indenture (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the each such Subsidiary GuarantorsGuarantor, and that the such Subsidiary Guarantors will Guarantor shall remain bound under this Subsidiary Guarantee and Article XI 3 of the First Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The indebtedness represented by this Subsidiary Guarantors waive presentation to, demand of, Guarantee is unsecured and ranks pari passu in right of payment from and protest to the Company of any with all of the Obligations existing and also waive notice future unsecured unsubordinated indebtedness of protest for nonpayment. The the Subsidiary Guarantors waive notice of any default under the Securities or the ObligationsGuarantors. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) to the failure Holders of any Holder or Notes and to the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, pursuant to the extent Subsidiary Guarantee and in the manner Indenture are expressly set forth in Article X, subordinated 3 of the First Supplemental Indenture and subject in right of payment reference is hereby made to the prior payment in full of Indenture for the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations precise terms of the Subsidiary Guarantors hereunder shall not be Guarantee. This Subsidiary Guarantee is subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, release as and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) set forth in Sections 3.3, 8.1, and (iii) all other monetary Obligations 8.2 of the Company First Supplemental Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. This Subsidiary Guarantee will be deemed to be a contract made under the Holders laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the Trusteeinternal laws of the State of New York, without giving effect to principles of conflicts of laws. Capitalized terms used herein and not defined are used herein as so defined in the Indenture. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder holder and to the Trustee and its successors and assigns (i) the full performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of either Issuer under this Indenture and the Notes, whether for payment of principal of, premium (premium, if any) and , or interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations owing of the Company either Issuer under this Indenture (including obligations owing to the Trustee) and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company either Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the any Subsidiary GuarantorsGuarantor, and that the each Subsidiary Guarantors will Guarantor shall remain bound under this Article XI XII notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company either Issuer of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company either Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any Obligationother agreement; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (iv) the release of any security held by any Holder holder or the Trustee for the Guaranteed Obligations or any of themeach Subsidiary Guarantor; (v) the failure of any Holder holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of the Companyeach Subsidiary Guarantor, except as provided in Section 12.02(b). The Each Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive Guarantor hereby waives any right to require which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The Guarantor’s obligations of would be less than the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an full amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trusteeclaimed. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article XEach Guarantor hereby fully, each Subsidiary Guarantor which becomes a party hereto by executing unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Notes and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Interest, if any, on the Notes and all other monetary obligations owing Obligations of the Company under this Indenture Indenture. Each Guarantor further agrees (including obligations owing to the Trusteeextent permitted by law) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities Notes or the Obligations. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (ivd) the release of any security Note held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsGuarantor; or (vif) any change in the ownership of the Company. The Each Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security Note held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as expressly set forth in Article XVIII and Section 10.2, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Each Guarantor further agrees that its Subsidiary Guarantors further agree that their Guarantees 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 or Additional Interest, if any, on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in Section 10.2. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (iiix) all other monetary Obligations the maturity of the Company to Obligations Guaranteed hereby may be accelerated as provided in this Indenture for the Holders purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby and (y) in the Trustee. 1event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.110.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee Except as expressly set forth in Sections 8.1(b) and 10.2, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and interest on (and any portion of the Make-Whole Payment and Settlement Amount payable in cash, if any, with respect to) the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI 10 notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not be (to the extent permitted by law) 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or until such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.02. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary 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 (or any Obligation portion of the Make-Whole Payment and Settlement Amount payable in cash, if any), on any of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.110.01.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article XTen, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest, including Additional Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.07) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Subsidiary Guarantors further agree 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. Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI Ten notwithstanding any extension or renewal of any Guarantor Obligation. The Subsidiary Guarantors waive Each Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner Except as set forth in Article XSection 10.02, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreementagreement or otherwise; (b) any extension or renewal granted; (c) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, ; or by (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 the Subsidiary Guarantors any Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors such Guarantor as a matter of law or equity. The Subject to the provisions of Section 4.08, each Guarantor agrees that its Subsidiary Guarantors 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 Subsidiary in compliance with Section 10.03 hereof. Each Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors each Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Subsidiary Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article X, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) Trustee, the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.7) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Each Subsidiary Guarantors further agree Guarantor agrees that the Guarantor Obligations will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations. Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Guarantor Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Guarantor Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Guarantor Obligations. The obligations Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee Except as set forth in Section 10.2, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreementagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor, or (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 by (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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equityequity (other than the defense of full payment). The Subject to the provisions of Section 3.13, each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article X, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and of the Securities, to the extent lawful, and the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest (including Additional Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (ii) obligations under Section 7.7), the full and punctual performance within applicable grace periods of all other obligations of Registration Rights Agreement, the Company under this Indenture Collateral Documents and the Securities Intercreditor Agreement (all the foregoing being hereinafter collectively called the "“Obligations"”). The Each Subsidiary Guarantors Guarantor agrees that the Obligations will rank equally in right of payment with other Indebtedness of such Subsidiary Guarantor, except to the extent such other Indebtedness is subordinate to the Obligations. Each Subsidiary Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and to of the Trustee and its successors and assigns (i) Securities the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) principal of, premium, if any, and interest on the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Guarantee herein constitute constitutes a guarantee of payment, performance and compliance payment when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' feesfees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section. (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and such person (if not such Subsidiary Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any indebtedness that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; and (c) the Company will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the Indenture; or (2) the transaction is made in compliance with Section 11.13.7 of this Indenture.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder holder, to the Trustee and to the Trustee Collateral Agent and its successors and assigns (i) the full performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Issuers under this Indenture and the Notes, whether for payment of principal of, premium premium, if any, or interest (or Additional Interest, if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations owing of the Company Issuers under this Indenture (including obligations owing to the Trustee) and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Guaranteed Obligations of all Subsidiary Guarantors shall be secured by security interests (subject to Permitted Liens and Liens permitted by Section 4.12) in the Collateral owned by such Subsidiary Guarantor pursuant to the terms of the Security Documents (but subject to the terms and conditions of the Security Documents and the Senior Lien Intercreditor Agreement) Each Subsidiary Table of Contents Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the any Subsidiary GuarantorsGuarantor, and that the each Subsidiary Guarantors will Guarantor shall remain bound under this Article XI XII notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuers of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder holder, the Collateral Agent or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any Obligationother agreement; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (iv) the release of any security held by any Holder holder, the Collateral Agent or the Trustee for the Guaranteed Obligations or any of themeach Subsidiary Guarantor; (v) the failure of any Holder holder, the Collateral Agent or the 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 Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the CompanySubsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. (c) Each Subsidiary 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 Subsidiary Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. The Each Subsidiary Guarantors 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 Subsidiary Guarantor. (d) Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive waives any right to require that any resort be had by any Holder holder or the Trustee to any security held for payment of the Guaranteed Obligations. . (e) The Subsidiary Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article XXII, subordinated and subject equal in right of payment to all existing and future Pari Passu Indebtedness (but subject to the prior payment in full terms and conditions of the principal Security Documents and the Senior Lien Intercreditor Agreement), senior in right of payment to all existing and premium, if any, and interest on all Guarantor Senior future Subordinated Indebtedness of such Subsidiary Guarantor Guarantor. (f) Except as expressly set forth in Sections 8.01(b), 12.02 and this Guarantee is made subject to such provisions of this Indenture. The 12.06, the obligations of the each Subsidiary Guarantors 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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder holder, the Collateral Agent or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities 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 Obligationsobligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the any Subsidiary Guarantors Guarantor as a matter of law or equity. (g) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary 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 Table of Contents otherwise be restored by any Holder holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. . (h) In furtherance of the foregoing and not in limitation of any other right which any Holder holder, the Collateral Agent or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company 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, the each Subsidiary Guarantors Guarantor hereby promise promises to and willshall, upon receipt of written demand by the TrusteeTrustee or Collateral Agent, forthwith pay, or cause to be paid, in cash, to the Holders holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary Obligations obligations of the Company Issuers to the Holders holders, the Collateral Agent and the Trustee. 1(i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the holders, the Collateral Agent and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section 12.01. (j) Each Subsidiary Guarantor also agree agrees to pay any and all costs and expenses (including reasonable out-of-pocket attorneys' fees’ fees and expenses) incurred Incurred by the Trustee Trustee, the Collateral Agent or any Holder holder in enforcing any rights under this Section 11.112.01. (k) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations owing of the Company Issuers under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company Issuers of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company Issuers or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee Except as expressly set forth in Sections 8.1(b) and 10.2, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company Issuers to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in Section 10.2. Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (iiix) all other monetary Obligations the maturity of the Company to Obligations guaranteed hereby may be accelerated as provided in this Indenture for the Holders purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the Trustee. 1event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.110.1.

Subsidiary Guarantee. Subject To the extent applicable to any series of Debt Securities, the subordination provisions contained in Article X, each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 herebyGuarantors will, jointly and severally, fully and unconditionally and irrevocably, Guarantees guarantee to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee and its successors and assigns (i) on behalf of such Holder, the full due and punctual payment of the principal ofof (and premium, premium (if any) and interest on such Security when and as the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, same shall become due and all other monetary obligations owing of payable on the Company under this Indenture (including obligations owing terms and subject to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended conditions established in or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest pursuant to the Company of any of the Obligations and also waive notice of protest for nonpaymentapplicable Board Resolution. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations Each of the Subsidiary Guarantors hereunder hereby jointly and severally agrees that its obligations under any Subsidiary Guarantee issued pursuant hereto shall not be affected by (i) absolute unconditional, irrespective of, and shall be unaffected by, the failure validity, regularity or enforceability of the applicable Debt Security or this Indenture, the absence of any Holder action to enforce the same or any release, amendment, waiver, or indulgence granted to the Company or any guarantor or any consent to departure from any requirement of any other guarantee of all or any of the applicable Debt Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Subsidiary Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee to assert or any claim of the Holders protect, secure, perfect or demand insure any security interest in or to enforce other Lien on any property subject thereto or exhaust any right or remedy take any action against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal collateral, filing of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change claims with a court in the ownership event of insolvency or bankruptcy of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder a proceeding first against the Company, protest or notice with respect to the applicable Debt Security or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent indebtedness evidenced thereby and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if anyall demands whatsoever, and interest on all Guarantor Senior Indebtedness of such covenants under any Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall issued pursuant hereto will not be discharged or impaired or otherwise affected in respect of the applicable Debt Security except 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 complete 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 obligations contained in the applicable Debt Security and in any manner or to any extent vary the risk of the such Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the TrusteeGuarantee issued pursuant hereto. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in of this Article X, each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder and of the Securities, to the extent lawful, and the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Trustee) Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the Securities and (iiobligations under Section 7.6) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Guarantor Obligations"”). The Each Subsidiary Guarantors further agree Guarantor agrees (to the extent lawful) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors will it shall remain bound under this Article XI X notwithstanding any extension or renewal of any Guarantor Obligation. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) presentation to, demand of, payment from and protest to the Company of any of the Guarantor Obligations and also waive 77 waives (to the extent lawful) notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives (to the extent lawful) notice of any default under the Securities or the Guarantor Obligations. The obligations Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guarantor Obligations. The Guarantee Except as set forth in Section 4.3, Section 10.2 or Article VIII, the obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not (to the extent lawful) be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors Guarantor herein shall not (to the extent lawful) be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreementagreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, by any waiver waiver, amendment or modification of any thereofof the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary 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 by (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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee in compliance with Section 4.3, Section 10.2 or Article VIII. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary 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 Obligation of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, shall forthwith pay, or cause to be paid, in cash, to the Holders Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid principal amount of such Obligations, 78 Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company to or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee. 1, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.110.1. Neither the Company nor the Subsidiary Guarantors shall be required to make a notation on the Securities to reflect any Subsidiary Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Subsidiary Guarantee.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) principal of, premium, if any, and interest on the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. (a) Subject to this Article 13, the subordination provisions contained in Article X, each Subsidiary Guarantor which becomes fully and unconditionally guarantees, on a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 herebysenior unsecured basis, jointly and severally, unconditionally and irrevocably, Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this First Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not Notes will be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, promptly paid in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation full when and as the same shall become due, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, or and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful (subject in all cases to perform or comply with any applicable grace period provided herein), and all other Obligation, monetary obligations of the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, Company to the Holders or the Trustee an amount equal to hereunder or thereunder will be promptly paid in full or performed, all in accordance with the sum of (i) the unpaid principal amount of such Obligations, terms hereof and thereof; and (ii) accrued in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantor shall be obligated to pay the same immediately. The Subsidiary Guarantor agrees that this is a guarantee of payment and unpaid interest on not a guarantee of collection. (b) The Subsidiary Guarantor agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental 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 which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. The Subsidiary Guarantor 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 covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this First Supplemental Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary Guarantor, any amount paid by either to the Trustee or such Obligations (but only Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) The Subsidiary Guarantor agrees that it shall not prohibited by law) be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The , on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Base Indenture as amended by this First Supplemental Indenture for the purposes of this Subsidiary Guarantors also agree to pay Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and all costs (y) in the event of any declaration of acceleration of such obligations as provided in Article Five of the Base Indenture as amended by this First Supplemental Indenture, such obligations (whether or not due and expenses (including reasonable attorneys' feespayable) incurred shall forthwith become due and payable by the Trustee or any Holder in enforcing any rights under Subsidiary Guarantor for the purpose of this Section 11.1Subsidiary Guarantee.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each The Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 Guarantors hereby, jointly and severally, unconditionally and irrevocably, Guarantees Guarantee to each Holder and to the Trustee and its successors and assigns assigns, as a principal obligor and not merely as a surety, (ia) the full and punctual payment of principal of, premium (if any) of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (iib) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligation; (iiic) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XIX), the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vif) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors agree that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purposes of this Section. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each The Subsidiary Guarantor which becomes a party hereto by executing hereby fully and delivering a supplement to this Indenture pursuant to Section 4.10 herebyunconditionally guarantees, jointly on an unsubordinated basis, as primary obligor and severallynot merely as surety, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of the principal of and interest, including any Additional Interest, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest (including any Additional Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI 9 notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Subsidiary Guarantors waive Guarantor waives notice of any default Default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vie) any change in the ownership of the Company. The Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (other than payment of the Obligations in full or pursuant to Sections 9.02 and 9.03 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, defense of setoff, counterclaim, recoupment or termination whatsoever (other than payment of the Obligations in full or pursuant to Sections 9.02 and 9.03 hereof) or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors Guarantor herein shall not be (to the extent permitted by law) 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 defaultDefault, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantors Guarantor as a matter of law or equity. The Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or until such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Common Stock or assets of the Subsidiary Guarantor in compliance with Section 9.02, or upon its release from the Subsidiary Guarantee pursuant to Section 9.03. The Subsidiary Guarantor further agree agrees that their Guarantees unless its Subsidiary Guarantee has been released pursuant to Section 9.02 or Section 9.03, its Subsidiary 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 (including any Obligation Additional Interest), on any of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption acceleration or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) without duplication of any amounts included in the preceding clause (i), accrued and unpaid interest (including any Additional Interest) on such Obligations then due and owing (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1). The Subsidiary Guarantors Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. The Subsidiary Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.19.01.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, jointly and severally, unconditionally and irrevocably, Guarantees to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XIX), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (vi) any change in the ownership of the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.110.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each (a) Each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior basis, as a primary obligor and irrevocablynot merely as a surety, Guarantees to each Holder holder and to the Trustee and its successors and assigns (i) the full performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of either Issuer under this Indenture and the Notes, whether for payment of principal of, premium (premium, if any) and , or interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, Notes and all other monetary obligations owing of the Company either Issuer under this Indenture (including obligations owing to the Trustee) and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company either Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the "“Guaranteed Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the any Subsidiary GuarantorsGuarantor, and that the each Subsidiary Guarantors will Guarantor shall remain bound under this Article XI XII notwithstanding any extension or renewal of any Guaranteed Obligation. The . (b) Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company either Issuer of any of the Guaranteed Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities Notes or the Guaranteed Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (i) the failure of any Holder holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company either Issuer or any other Person under this Indenture, the Securities Notes or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes or any Obligationother agreement; (iii) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities Notes or any other agreement; (iv) the release of any security held by any Holder holder or the Trustee for the Guaranteed Obligations or any of themeach Subsidiary Guarantor; (v) the failure of any Holder holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of the Companyeach Subsidiary Guarantor, except as provided in Section 12.02(b). The Each Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive Guarantor hereby waives any right to require which it may be entitled to have its obligations hereunder divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. (c) Each Subsidiary Guarantor hereby waives any resort right to which it may be had by any Holder entitled to have the assets of either Issuer first be used and depleted as payment of either Issuer’s or the Trustee such Subsidiary Guarantor’s obligations hereunder prior to any security held for payment of the Obligations. The Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of amounts being claimed from or paid by such Subsidiary Guarantor and this Guarantee is made subject hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that either Issuer be sued prior to an action being initiated against such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the TrusteeGuarantor. 1. The Subsidiary Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and interest, including any Contingent Interest, if any, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest (including any Contingent Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Subject to the provisions of Section 3.2, each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary 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 (including any Obligation Contingent Interest) on any of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest (including any Contingent Interest) on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' ’ fees) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.1Section.

Subsidiary Guarantee. (a) Subject to the subordination provisions contained in Article Xof Section 2(b), each Subsidiary Guarantor which becomes a party hereto by executing and delivering a supplement to this Indenture pursuant to Section 4.10 hereby, jointly and severally, absolutely, unconditionally and irrevocably, Guarantees to each Holder and guarantees to the Trustee Administrative Agent, for the ratable benefit of the Administrative Agent and its successors the Lenders and assigns their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at the stated maturity, by acceleration, by redemption acceleration or otherwise, and all other monetary obligations owing of the Company under this Indenture (including obligations owing to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors, and that the Subsidiary Guarantors will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantors waive presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waive notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI), the Securities 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 or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; . (b) Anything herein or (vi) in any change in other Loan Document to the ownership of contrary notwithstanding, the Company. The Subsidiary Guarantors further agree that their Guarantees herein constitute a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waive any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee maximum liability of each Subsidiary Guarantor is, to hereunder and under the extent and other Loan Documents shall in no event exceed the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of amount which can be guaranteed by such Subsidiary Guarantor under applicable federal and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the 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 the Subsidiary Guarantors or would otherwise operate as a discharge of the Subsidiary Guarantors as a matter of law or equity. The Subsidiary Guarantors further agree that their Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, state laws relating to the Holders or the Trustee an amount equal to the sum insolvency of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trusteedebtors. 1. The (c) Each Subsidiary Guarantors also agree Guarantor further agrees to pay any and all costs and expenses (whether pre-judgment or post-judgment and including reasonable attorneys' feesall fees and disbursements of counsel) which may be paid or incurred by the Trustee Administrative Agent or any Holder Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Subsidiary Guarantor under this Section 11.1Subsidiary Guarantee. This Subsidiary Guarantee shall remain in full force and effect until the Obligations are paid in full in cash and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (d) Each Subsidiary Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Subsidiary Guarantor hereunder without impairing this Subsidiary Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (e) No payment or payments made by the Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by such Subsidiary Guarantor in respect of the Obligations or payments received or collected from such Subsidiary Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Subsidiary Guarantor hereunder until the Obligations are paid in full in cash and the Commitments are terminated. (f) Each Subsidiary Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Subsidiary Guarantee for such purpose.

Subsidiary Guarantee. Subject to the subordination provisions contained in Article X, each Each Subsidiary Guarantor which becomes a party hereto by executing hereby fully, unconditionally and delivering a supplement to this Indenture pursuant to Section 4.10 herebyirrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally and irrevocably, Guarantees to each Holder of the Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium (if any) and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and interest, including any Additional Interest, on the Securities and all other monetary obligations owing and liabilities of the Company under this Indenture (including obligations owing without limitation interest (including any Additional Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeCompany or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "“Obligations"”). The Each Subsidiary Guarantors Guarantor further agree agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantorsit, and that the Subsidiary Guarantors it will remain bound under this Article XI X notwithstanding any extension or renewal of any Obligation. The Each Subsidiary Guarantors waive Guarantor waives presentation to, demand of, of payment from and protest to the Company of any of the Obligations and also waive waives notice of protest for nonpayment. The Each Subsidiary Guarantors waive Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the each Subsidiary Guarantors Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any Obligationthereof; (iiic) any rescission, waiver, amendment, amendment or modification or supplement of any of the terms or provisions of this Indenture (other than this Article XI)Indenture, the Securities or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (ve) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the ObligationsSubsidiary Guarantor; or (vif) any change in the ownership of the Company. The Each Subsidiary Guarantors Guarantor further agree agrees that their Guarantees its Subsidiary Guarantee herein constitute constitutes a guarantee Guarantee of payment, performance and compliance payment when due (and not a guarantee Guarantee of collection) and waive waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Guarantee obligations of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article X, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Guarantor Senior Indebtedness of such Subsidiary Guarantor and this Guarantee is made subject to such provisions of this Indenture. The obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reasonreason (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, defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the each Subsidiary Guarantors 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 the any Subsidiary Guarantors Guarantor or would otherwise operate as a discharge of the such Subsidiary Guarantors Guarantor as a matter of law or equity. The Subject to the provisions of Section 3.3, each Subsidiary Guarantors Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2. Each Subsidiary Guarantor further agree agrees that their Guarantees its Subsidiary 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 (including any Obligation Additional Interest), on any of the Obligations is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the any Subsidiary Guarantors Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the each Subsidiary Guarantors Guarantor hereby promise promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, Obligations then due and owing and (ii) accrued and unpaid interest (including any Additional Interest), on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (iiiy) all other monetary in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Company to the Holders and the Trustee. 1this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agree agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees’ fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 11.110.1.