Common use of Subsidiary Guarantee Clause in Contracts

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to “The provisions of this Article 11Seventeen shall not become effective until such time as CRLP shall have entered into a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 1018. By its execution of any such Subsidiary Guarantee Supplemental Indenture, each CRLP will be deemed to have acknowledged and agreed that it receives substantial benefits from the Operating Partnership and the Guarantor and that CRLP is providing its Subsidiary Guarantees for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of the Subsidiary Guarantors herebythis Article Seventeen, jointly CRLP hereby fully and severally, unconditionally guarantees to each Holder of a Note Notes that are authenticated by the Trustee and delivered by the Trustee or the Operating Partnership that: (i) the principal of, and to the Trustee premium, if any, and its successors and assigns, irrespective of the validity and enforceability of this Indentureinterest on, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of shall be duly and interest on the Notes will be promptly punctually paid in full when due, whether at maturityStated Maturity, by upon acceleration, upon redemption or otherwise; (ii) to the extent permitted by applicable law, interest on overdue principal of, and interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland interest on, the Notes shall be duly and punctually paid in full when due; and (iii) all other obligations of the Company Operating Partnership to the Holders or of Notes and (solely insofar as it relates to the Notes) to the Trustee hereunder or thereunder will and under the Notes (including, without limitation, obligations to pay fees, expenses and other charges) shall be promptly duly and punctually paid in full when due or duly and punctually performed, as the case may be, all in accordance with the terms hereof and thereof; and (b) , and, in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly duly and punctually paid in full when due due, whether at the Stated Maturity, by acceleration, call for redemption or performed otherwise, or duly and punctually performed, as the case may be, in accordance with the terms of the extension or renewal, whether at stated maturitysubject, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reasonhowever, in each case referred to above in this paragraph, to the limitations set forth in Section 1703 hereof (collectively, the “Subsidiary Guarantors shall be jointly and severally obligated Guarantee Obligations”). “Subject to pay the same immediately. Each provisions of this Article Seventeen, CRLP hereby agrees, to the extent permitted by applicable law, that its Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or of this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery entry of any judgment against the CompanyOperating Partnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of CRLP. CRLP hereby waives and relinquishes, to the extent permitted by applicable law: (a) any right to require the Trustee, the Holders of Notes or the Operating Partnership (each, a “Subsidiary Guarantee Benefited Party”) to proceed against the Operating Partnership or any other Person or to proceed against or exhaust any security held by a Subsidiary Guarantor. Each Guarantee Benefited Party at any time or to pursue any other remedy in any Subsidiary Guarantor hereby waives Guarantee Benefited Party’s power before proceeding against CRLP; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Subsidiary Guarantee Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) diligence, presentment, demand of payment, the filing of claims with a any court in the event of a merger, consolidation, bankruptcy, insolvency or bankruptcy dissolution of the CompanyOperating Partnership, any right to require a proceeding first against the CompanyOperating Partnership and any demand, protestprotest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice and all demands whatsoever and covenant that this of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of CRLP, the Operating Partnership, any other Subsidiary Guarantee Benefited Party or any creditor of CRLP or the Operating Partnership or on the part of any other Person in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Subsidiary Guarantee Benefited Party, including but not limited to an election to proceed against CRLP for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Subsidiary Guarantee Benefited Party’s election of the application of Section 1111(b)(2) (or any successor provision thereto) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 (or any successor provision thereto) of the Bankruptcy Code. CRLP hereby covenants, to the extent permitted by applicable law, that the Subsidiary Guarantee of the Notes shall not be discharged except (x) by complete payment and performance in full of all Subsidiary Guarantee Obligations, including the payment in full of the obligations contained in principal of, and premium, if any, and interest on, the Notes and all other costs and expenses provided for under this IndentureIndenture or (y) as provided in Section 1018(C) or Article Four of this Indenture (subject to survival of certain obligations of CRLP as provided in Section 1018(C), Article Four and the next succeeding paragraph). “If any Holder of Notes or the Trustee is required by any court or otherwise to return to either the CompanyOperating Partnership or CRLP, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company Operating Partnership or the Subsidiary GuarantorsCRLP, any amount paid by either the Operating Partnership (at any time while a Subsidiary Guarantee was in effect with respect to the Notes), or any amount paid by CRLP, to the Trustee or such HolderHolder in respect of the Notes, this the Subsidiary GuaranteeGuarantee of the Notes, to the extent theretofore dischargeddischarged or released, shall shall, to the extent permitted by applicable law, be reinstated in full force and effect, it being understood and agreed that, anything in this Indenture to the contrary notwithstanding, the provisions of this sentence shall survive any release, pursuant to Section 401 or 402 or clause (iv) of the last paragraph of Section 1018(C), of CRLP’s Subsidiary Guarantees of the Notes and of CRLP from its other obligations under this Indenture with respect to the Notes and remain in full force and effect. Each Subsidiary Guarantor agrees CRLP agrees, to the extent permitted by applicable law, that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby Subsidiary Guarantee Obligations until payment in full and performance of all obligations guaranteed herebysuch Subsidiary Guarantee Obligations. Each Subsidiary Guarantor further agrees CRLP agrees, to the extent permitted by applicable law, that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary GuaranteeFive hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebySubsidiary Guarantee Obligations, and (y) in the event of any declaration of acceleration of any such obligations as provided in Article 6 Five hereof, such obligations the Subsidiary Guarantee Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors CRLP for the purpose of this the Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. (a) Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of of, and interest on premium or interest, if any, on, the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, or premium or interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid by either any of them to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Subsidiary Guarantee. Subject to the provisions of this Article 11X, each of the Subsidiary Guarantors hereby, jointly Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder of a Note authenticated Lender and delivered by the Trustee Agent and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes Advances and any promissory note issued hereunder will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Advances, any promissory note issued hereunder and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder (including fees and expenses) will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereofhereof; and (bii) in case of any extension of time of payment or renewal of any Notes of the Advances or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Lenders or the Agent, for whatever reason, the Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that An Event of Default under this is a guarantee Agreement shall constitute an event of payment default under this Guarantee, and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their shall entitle the Lenders to accelerate the obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability Guarantor under this Guarantee in the same manner and to the same extent as the obligations of the Notes or this IndentureCompany. (a) any right to require the Agent, the absence Lenders or the Company (each, a "Benefitted Person") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Person at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Person to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Agreement), including but not limited to notice of the existence, creation or incurring of any new or additional Debt or obligation or of any action to enforce or non-action on the same, any waiver or consent by any Holder part of the Notes with respect to any provisions hereof or thereofGuarantor, the recovery of any judgment against the Company, any action to enforce Benefitted Person, any creditor of the same Guarantor, the Company or on the part of any other circumstance Person whomsoever in connection with any obligations the performance of which might otherwise constitute are guaranteed under this Guarantee; (d) any defense based 5-Year Credit Agreement ----------------------- NY3:#7330584v6 upon an election of remedies by a legal Benefitted Person, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or equitable discharge or defense rule of law which provides that the obligation of a Subsidiary Guarantorsurety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Person's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance payment in full of all principal, premium, if any, and interest on the obligations contained in the Notes Advances and all other costs provided for under this IndentureAgreement. This is a Guarantee of payment and not of collectibility. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either the Company or the Guarantor to the Trustee Agent or such HolderLender, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Lenders or the Agent in respect of any obligations guaranteed hereby under this Guarantee until payment in full of all obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby under this Guarantee may be accelerated as provided in Article 6 VI hereof for the purposes of this Subsidiary Guaranteehereof, 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 6 VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 11Twelve, each of the Subsidiary Guarantors herebyhereby jointly, jointly severally and severallyunconditionally guarantees, unconditionally guarantees on a secured basis, to each Holder of a Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder under this Indenture or thereunderthe Notes, that: : (a) the principal of of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, upon redemption or repurchase, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to Holders of the Holders Notes or the Trustee hereunder under this Indenture or thereunder will the Notes shall be promptly paid in full or promptly performed, as the case may be, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or failing performance of any performance other obligation so guaranteed for whatever reason, the each Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof of this Indenture or thereofthe Notes, the release of any other Subsidiary Guarantor, 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. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by applicable law, 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 Indenture. Unless and until released with respect to any Subsidiary Guarantor in accordance with Section 12.04 of this Indenture, this Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a custodian, trustee, liquidator or other similar official be appointed for all or any part of the Company’s assets. If any Holder of the Notes or the Trustee is required by any court or governmental authority or is otherwise required to return to the Company, the any Subsidiary Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Notes and this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees fullest extent permitted by law) that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Notes and the Trustee, on the other handother, (xa) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of this Indenture, for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in such Article 6 hereofFive, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 11, each Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, and Liquidated Damages, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Company or any custodianGuarantor, trusteeor any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantorsany Guarantor, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorssuch Guarantor, 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. The Notwithstanding the foregoing, in the event that any Subsidiary Guarantors Guarantee hereunder would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of a Guarantor under such Subsidiary Guarantee shall have be reduced to the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of maximum amount permissible under such right does not impair the rights of the Holders under the Guaranteefraudulent conveyance or similar law.

Subsidiary Guarantee. Subject to this Article 11Section 10.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of and premium, interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of principal, premium, (to the extent permitted by law) interest and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate, the Obligations of payment the Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding preceding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either the Company or any Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 VI hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Article 11Twelve, each of the Subsidiary Guarantors herebyhereby jointly, jointly severally and severallyunconditionally guarantees, unconditionally guarantees and, in the case of the First Lien Guarantors and the Second Lien Guarantors on a secured basis, to each Holder of a Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder under this Indenture or thereunderthe Notes, that: : (a) the principal of of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, upon redemption or repurchase, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to Holders of the Holders Notes or the Trustee hereunder under this Indenture or thereunder will the Notes shall be promptly paid in full or promptly performed, as the case may be, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or failing performance of any performance other obligation so guaranteed for whatever reason, the each Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof of this Indenture or thereofthe Notes, the release of any other Subsidiary Guarantor, 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. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by applicable law, 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 Indenture. Unless and until released with respect to any Subsidiary Guarantor in accordance with Section 12.04 of this Indenture, this Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a custodian, trustee, liquidator or other similar official be appointed for all or any part of the Company’s assets. If any Holder of the Notes or the Trustee is required by any court or governmental authority or is otherwise required to return to the Company, the any Subsidiary Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Notes and this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees fullest extent permitted by law) that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Notes and the Trustee, on the other handother, (xa) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of this Indenture, for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in such Article 6 hereofFive, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 11The Subsidiary Guarantor hereby fully and unconditionally guarantees, each of the Subsidiary Guarantors herebyon an unsubordinated basis, jointly as primary obligor and severallynot merely as surety, unconditionally guarantees to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on of the overdue principal of and interest interest, on the Notes, if any, if lawful, Securities and all other obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article 14 notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any Default under the Securities or the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the 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 Obligations or any of them; or (e) any change in the ownership of the Company. The Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (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 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 Guarantor herein shall not be (to the extent permitted by law) discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the 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 Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 agrees that 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 of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or pay any of such other obligations, that the Obligations when and as the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalshall become due, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligencepromises to and will, presentmentupon receipt of written demand by the Trustee, demand of paymentforthwith pay, filing of claims with a court or cause to be paid, 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 Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteecash, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation Holders an amount equal to the Holders in respect sum of (i) the unpaid amount of such Obligations then due and owing and (ii) without duplication of any obligations guaranteed hereby until payment amounts included in full of all obligations guaranteed herebythe 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). Each The Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof this Indenture for the purposes of this its Subsidiary GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article 6 hereofObligations, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose purposes of this Subsidiary Guarantee. The Subsidiary Guarantors shall have Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from Trustee in enforcing any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteethis Section 1401.

Subsidiary Guarantee. Subject to the provisions of this Article 1110, each Guarantor in respect of the Subsidiary Guarantors hereby, Notes hereby jointly and severallyseverally unconditionally guarantees, unconditionally guarantees on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of (i) the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Guarantors to the Holders of the Notes or the Trustee hereunder or thereunderthereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Guarantor, that: (a) the principal of of, premium, if any, and interest on with respect to the Notes will shall be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on (to the Notesextent permitted by law) interest, if any, if lawful, with respect to the Notes and all other obligations of the Company or any Guarantor to the Holders of the Notes or the Trustee hereunder or thereunder will and all other obligations under this Indenture with respect to the Notes or the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereof; thereof and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed Guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders of the Notes, for whatever reason, the Subsidiary Guarantors each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantee, and shall entitle the Holders of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their Notes or the Trustee to accelerate the obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability Guarantors of such Notes hereunder in the same manner and to the same extent as the obligations of the Notes or this IndentureCompany. Each Guarantor, the absence of any action to enforce the same, any waiver or consent by any Holder execution of the Notes with respect to any provisions hereof or thereofSubsidiary Guarantee, waives the recovery benefit 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this such Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Notes, this Indenture and this Indenturesuch Subsidiary Guarantee. The Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantorssuch Guarantor, any amount paid by either the Company or such Guarantor to the Trustee or such HolderHolder of the Notes, this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (xa) subject to this Article 10, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof of this Indenture for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yb) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofof this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this such Subsidiary Guarantee. The Subsidiary Guarantors Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have the right to seek contribution from any non-paying personal liability under this Subsidiary Guarantor so long Guarantee by reason of his, her or its status as the exercise of such right does not impair the rights of the Holders under the Guaranteeshareholder, officer, director, employee or incorporator.

Subsidiary Guarantee. (a) As of the Issue Date, the Notes will not be guaranteed by any of the Company’s Subsidiaries. The following provisions of this Article X shall apply to any Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date. Subject to this Article 11X, each of the Subsidiary Guarantors herebyGuarantors, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations monetary Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subject to Section 6.06, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof VI for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantor, in a pro rata amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) In respect to its obligations under its Guarantee, each Subsidiary Guarantor agrees to be bound to, and hereby covenants, with respect to itself, the covenant set forth in Section 4.06.

Subsidiary Guarantee. Subject to this Article 1110, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 11Each Subsidiary Guarantor hereby fully, each of the Subsidiary Guarantors herebyunconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severallyseverally with each other Subsidiary Guarantor, unconditionally guarantees to each Holder of a Note authenticated the Securities the full and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the overdue principal of and interest on the Notes, if any, if lawful, Securities and all other obligations of the Company under this Indenture (all the foregoing being hereinafter collectively called the "Obligations"). The Guarantor further agrees (to the Holders extent permitted by law) that the Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder in part, without notice or further assent from it, and that it will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Article XI notwithstanding 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 Guarantors shall be jointly and severally obligated to pay the same immediatelyObligation. Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the 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 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. Each Subsidiary Guarantor further agrees that this is its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. The obligations of each Subsidiary Guarantors hereby agree that their obligations Guarantor hereunder shall not be unconditionalsubject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityObligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Notes invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the absence of Securities or any action to enforce the sameother agreement, by any waiver or consent modification of any thereof, by any Holder default, failure or delay, willful or otherwise, in the performance of the Notes with respect 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 provisions hereof or thereof, extent vary the recovery risk of any judgment against the Company, any action to enforce the same Subsidiary Guarantor or any other circumstance which might would otherwise constitute operate as a legal discharge of such Subsidiary Guarantor as a matter of law or equitable discharge or defense of a Subsidiary Guarantorequity. Each Subsidiary Guarantor hereby waives diligencefurther agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, presentmentas the case may be, demand of if at any time payment, filing or any part thereof, of claims with a court in the event principal of insolvency or bankruptcy interest on any 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 Obligations is rescinded or must otherwise be discharged except restored by complete performance of the obligations contained in the Notes and this Indenture. If any Holder upon the bankruptcy or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary GuarantorsGuarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee Trustee, forthwith pay, or such Holdercause to be paid, this Subsidiary Guaranteein cash, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation Holders an amount equal to the Holders in respect sum of any obligations guaranteed hereby until payment in full (i) the unpaid amount of all obligations guaranteed herebysuch 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 the such Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof this Indenture for the purposes of this its Subsidiary GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article 6 hereofObligations, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose purposes of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or 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 right Company will have delivered to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such right does not impair consolidation, merger or transfer and such supplemental indenture, if any, comply with the rights Indenture; or (2) the transaction is made in compliance with Section 3.7 of the Holders under the Guaranteethis Indenture.

Subsidiary Guarantee. Subject to the provisions of this Article 1110, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severally, severally unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability of this Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (a) the principal of premium, if any, and interest on the Notes will be promptly paid in full Guaranteed Amount of Notes, when dueand as the same shall become due and payable, whether at maturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, and interest on the overdue principal Guaranteed Amount of and interest on the Notes, if any, if to the extent lawful, and the due and punctual performance of all other obligations Obligations of the Company (other than any such Obligations in respect of the Non-Guaranteed Amount of Notes) to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; of this Indenture, and (bii) in the case of any extension of time of payment or renewal of any the Guaranteed Amount of Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any such Note or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any the Holder of such Note or the Notes with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or such Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Note or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Subsidiary Guarantee shall will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed herebythe principal thereof, premium if any, and interest thereon and as provided in Section 9.01 hereof. Each Subsidiary Guarantor further agrees that, as between the such Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantors Guarantor for the purpose of this Subsidiary Guarantee. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article 6 hereof, the Trustee shall promptly make a demand for payment on all Obligations under the Subsidiary Guarantee provided for in this Article 10 and not discharged. The Subsidiary Guarantors Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights been signed by or on behalf of the Holders under the GuaranteeTrustee.

Subsidiary Guarantee. Subject to this Article 11Section 10.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Senior Note authenticated and Indenture delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Senior Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, and interest on the Senior Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, (to the extent permitted by law) and interest on any interest, if lawfulany, on the Senior Notes, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Senior Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Senior Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Subsidiary Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Senior Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianSenior Note Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.Subsidiary Guarantees. Indenture

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.this

Subsidiary Guarantee. (a) Subject to this Article 11the provisions of Section 2(b), each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to each Holder the Administrative Agent, for the ratable benefit of a Note authenticated the Administrative Agent and delivered by the Trustee Lenders and to the Trustee and its successors their respective successors, indorsees, transferees and assigns, irrespective of the validity prompt and enforceability of this Indenture, complete payment and performance by the Notes or the obligations of the Company hereunder or thereunder, that: Borrower when due (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount so which can be guaranteed by such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Subsidiary Guarantor further agrees to pay any and all expenses (whether pre-judgment or post-judgment and including all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any performance so guaranteed for whatever reasonLender 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 Guarantors Guarantor under this Subsidiary 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 jointly and severally obligated to pay the same immediately. free from any Obligations. (d) Each Subsidiary Guarantor agrees that this is a guarantee of payment the Obligations may at any time and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective from time to time exceed the amount of the validity, regularity or enforceability liability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each such Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that hereunder without impairing this Subsidiary Guarantee shall not be discharged except by complete performance or affecting the rights and remedies of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Administrative Agent or any custodianLender hereunder. (e) No payment or payments made by the Borrower, trustee, liquidator or other similar official acting in relation to either the Company or any of the Subsidiary Guarantors, any amount paid other guarantor or any other Person or received or collected by either 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 Trustee or maximum liability of such Holder, this Subsidiary Guarantee, to Guarantor hereunder until the extent theretofore discharged, shall be reinstated Obligations are paid in full force in cash and effect. the Commitments are terminated. (f) Each Subsidiary Guarantor agrees that whenever, at any time, or from time to time, it shall not be entitled to make any right of subrogation in relation payment to the Holders Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in respect of any obligations guaranteed hereby until writing that such payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of is made under this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing Guarantee for 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 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteepurpose.

Subsidiary Guarantee. Subject Each Subsidiary that is a signatory hereto, if any, and each Subsidiary of the Company that in accordance with the terms of any Securities of a Series issued hereunder pursuant to any supplement indenture relating to such Securities is required to become party to this Article 11Indenture as a guarantor (each, each of the Subsidiary Guarantors herebya "Guarantor"), hereby jointly and severally, severally unconditionally guarantees to each Holder Securityholder of a Note Security of a Series that is to be guaranteed and that has been authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and or enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder under this Indenture or thereunderthe Securities, that: (ai) the principal of and interest on the Notes Securities will be promptly paid in full when due, whether at maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, if lawful, on the Securities and all other obligations of the Company to the Holders Securityholders or the Trustee hereunder under this Indenture or thereunder the Securities will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall each Guarantor will be jointly and severally obligated to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2 hereof. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each Guarantor hereby agrees that its obligations with regard to this Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes Securities or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Securities or the obligations of the Company under this Indenture or the Securities, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Securityholders or the Company (each, a "Benefited Party") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party's power before proceeding against such Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby waives diligenceguaranteed; (c) any defense that may arise by reason of the incapacity, presentmentlack of authority, demand death or disability of paymentany other Person or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, filing bankruptcy or any other proceeding) of claims with a court in any other Person; (d) demand, protest and notice of any kind including but not limited to notice of the event existence, creation or incurring of insolvency any new or bankruptcy additional Indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Company, any right to require a proceeding first against the CompanyBenefited Party, protestany creditor of such Guarantor, 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 Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or on the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect part of any other Person whomsoever in connection with any Indebtedness or obligations guaranteed hereby until payment guaranteed; (e) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against such Guarantor for reimbursement; (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the amount nor in other hand, (x) the maturity respects more burdensome than that of the obligations guaranteed hereby may be accelerated as provided principal; (g) any defense arising because of a Benefited Party's election, in Article 6 hereof for the purposes of this Subsidiary Guaranteeany proceeding instituted under Bankruptcy Law, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and application of 11 U.S.C. Section 1111(b)(2); or (yh) in the event any defense based on any borrowing or grant of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders a security interest under the Guarantee.11 U.S.C.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subject to Section 6.06, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this such Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this such 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this such Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying nonpaying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 11Section 10.6 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or Notes, the obligations Collateral Documents and the Obligations of the Company hereunder or and thereunder, that: (a) the principal of and premium and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and principal, premium, (to the extent permitted by law) interest on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate, the Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding proceding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianNote Custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 VI hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to the provisions of this Article 11X, each of the Subsidiary Guarantors hereby, jointly Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder of a Note authenticated Lender and delivered by the Trustee Agent and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes Advances and all L/C Reimbursement Obligations and any promissory note issued hereunder will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Advances, and all L/C Reimbursement Obligations and any promissory note issued hereunder and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder (including fees and expenses) will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereofhereof; and (bii) in case of any extension of time of payment or renewal of any Notes of the Advances or any of such other obligationsobligations including, that without limitation, as a result of any amendment and restatement of the Existing Credit Agreement or any other Loan Document, the same will be promptly paid in full when due or performed in accordance with the terms of the extension extension, renewal or renewalamendment and restatement, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Lenders or the Agent, for whatever reason, the Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. Each Subsidiary An Event of Default under this Agreement shall constitute an event of default under this Guarantee, and shall entitle the Lenders to accelerate the obligations of the Guarantor under this Guarantee in the same manner and to the same extent as the obligations of the Company. The Guarantor hereby agrees that its obligations under this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder Lender or the Agent of the Notes this Agreement with respect to any provisions hereof or thereof, the recovery entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary the Guarantor. Each Subsidiary The Guarantor hereby waives diligenceand relinquishes: (a) any right to require the Agent, presentmentthe Lenders or the Company (each, demand a “Benefitted Person”) to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Person at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of paymentthe incapacity, filing lack of claims with authority, death or disability of any other Person or Persons or the failure of a court Benefitted Person to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Agreement), including but not limited to notice of the event existence, creation or incurring of insolvency any new or bankruptcy additional Debt or obligation or of any action or non-action on the part of the Guarantor, the Company, any right Benefitted Person, any creditor of the Guarantor, the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are guaranteed under this Guarantee; (d) any defense based upon an election of remedies by a Benefitted Person, including but not limited to require a proceeding first an election to proceed against the CompanyGuarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Person’s election, protestin any proceeding instituted under the Bankruptcy Code, notice of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenant (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance payment in full of all principal, premium, if any, and interest on the obligations contained in the Notes Advances and all other costs provided for under this IndentureAgreement. This is a Guarantee of payment and not of collectability. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either the Company or the Guarantor to the Trustee Agent or such HolderLender, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Lenders or the Agent in respect of any obligations guaranteed hereby under this Guarantee until payment in full of all obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby under this Guarantee may be accelerated as provided in Article 6 VI hereof for the purposes of this Subsidiary Guaranteehereof, 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 6 VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. (a) Subject to this Article 11Thirteen, each of the Subsidiary Guarantors herebyGuarantors, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other monetary obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subject to Section 9.06, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof Nine for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereofNine, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantor, in a pro rata amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (e) In respect to its obligations under its Guarantee, each Subsidiary Guarantor agrees to be bound to, and hereby covenants, with respect to itself, the covenant set forth in Section 7.06.

Subsidiary Guarantee. Subject to this Article 11Section 11.06 hereof, each of the Subsidiary Guarantors Guaranteeing Subsidiaries hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall Guaranteeing Subsidiaries will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Guaranteeing Subsidiaries hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors Guaranteeing Subsidiaries hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary GuarantorGuaranteeing Subsidiary. Each Guaranteeing Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guaranteeing Subsidiaries, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuaranteeing Subsidiaries, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guaranteeing Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Guaranteeing Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsGuaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guaranteeing Subsidiaries for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors Guaranteeing Subsidiaries shall have the right to seek contribution from any non-paying Guaranteeing Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject If the Board Resolution or supplemental indenture establishing the terms of any Security provides that such Security is to this Article 11be guaranteed by one or more Subsidiary Guarantors, each of the such Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note such Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this IndentureTrustee, the Notes or the obligations due and punctual payment of the Company hereunder or thereunder, that: (a) the principal of (and premium, if any) and interest on such Security when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturitythe Stated Maturity, by acceleration, redemption call for redemption, offer to purchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture. In case of the extension or renewalfailure of the Issuers punctually to make any such payment, each Subsidiary Guarantor hereby, jointly and severally, agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at stated maturitythe Stated Maturity or by acceleration, by acceleration call for redemption, offer to purchase or otherwise, and as if such payment were made by the Issuers. Failing payment when due If the Board Resolution or supplemental indenture establishing the terms of any amount so Security provides that such Security is to be guaranteed by one or any performance so guaranteed for whatever reasonmore Subsidiary Guarantors, the each of such Subsidiary Guarantors shall be hereby jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be absolute, unconditional, irrespective of of, and shall be unaffected by, the validity, regularity or enforceability of the Notes such Security or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any release, amendment, waiver or indulgence granted to an Issuer or any guarantor or any consent to departure from any requirement of any other circumstance guarantee of all or any of the Securities or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorsurety or guarantor. Each of the Subsidiary Guarantor Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of paymentthe Holders protect, secure, perfect or insure any security interest in or other lien on any property subject thereto or exhaust any right or take any action against an Issuer or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against an Issuer, protest or notice with respect to such Security or the Company, protest, notice indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Subsidiary Guarantee shall will not be discharged in respect of such Security except by complete performance of the obligations contained in the Notes such Security and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders The indebtedness evidenced by the Subsidiary Guarantees is, to any the extent provided in this Indenture, subordinate and subject in right of subrogation in relation payment to the Holders in respect of any obligations guaranteed hereby until prior payment in full of all obligations guaranteed herebySenior Debt and the Subsidiary Guarantees are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, will be deemed to have (a) agreed to and be bound by such provisions, (b) authorized and directed the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appointed the Trustee his attorney-in-fact for any and all such purposes. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and shall be subrogated to all rights of the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for Securities upon which its Guarantee is endorsed against the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Issuers in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration amounts paid by such Subsidiary Guarantor on account of such obligations as provided in Article 6 hereofSecurity pursuant to the provisions of its Subsidiary Guarantee or this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such obligations right of subrogation until the principal of (whether or not due and payablepremium, if any) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors interest on all Securities issued hereunder shall have the right been paid in full. Each Subsidiary Guarantor that makes or is required to make any payment in respect of its Subsidiary Guarantee shall be entitled to seek contribution from any non-paying the other Subsidiary Guarantors which are also obligated under such Subsidiary Guarantee to the extent permitted by applicable law; provided, however, that no Subsidiary Guarantor so long shall be entitled to enforce or receive any payments arising out of, or based upon, such right of contribution until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against an Issuer for liquidation or reorganization, should an Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of such Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the exercise of such right does not impair the rights case may be, if at any time payment and performance of the Holders under Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the GuaranteeSecurities, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Twenty-Seventh Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Twenty-Seventh 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Twenty-Seventh Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral (other than certain pledged stock as described in Section 11.04(c)) and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable. Prior to a Ratings Event, within 30 days of any Restricted Subsidiary becoming a guarantor under the General Credit Facility, such Restricted Subsidiary shall become a guarantor of the Notes by executing and delivering a Supplemental Indenture in the form of Exhibit B hereto.

Subsidiary Guarantee. (a) Subject to the provisions of this Article 11Ten, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severallyseverally unconditionally guarantees, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignson an unsubordinated unsecured basis, irrespective of (i) the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunderthereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or Default of a Subsidiary Guarantor, that: : (a1) the principal of of, premium, if any, interest and defaulted interest on with respect to the Notes will shall be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on or defaulted interest with respect to the Notes, if any, if lawful, Notes and all other obligations of the Company or any Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder will and all other obligations under this Indenture shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereof; and , and (b2) in case of any extension of time of payment or renewal of any the Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders, for whatever reason, the each Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantee and shall entitle the Holders or the Trustee to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) Each Subsidiary Guarantor agrees that this is a guarantee Guarantor, by execution of payment and not a guarantee its Subsidiary Guarantee, waives the benefit of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this such Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes this Indenture and this Indenturesuch Subsidiary Guarantee. (c) The Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Subsidiary Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either to the Trustee Company or such HolderSubsidiary Guarantor to such Holder or the Trustee, this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. . (d) The Subsidiary Guarantors Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (e) No shareholder, partner, manager, member, director, officer, employee, agent or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under the right to seek contribution from any non-paying Subsidiary Guarantee of such Subsidiary Guarantor so long by reason of his, her or its status as the exercise of such right does not impair the rights of the Holders under the Guaranteepartner, manager, member shareholder, director, officer, employee, agent or incorporator.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (ai) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee Guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that covenants that, except as provided in this Indenture, this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to 106 113 the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 payments made hereunder until payment in full of all obligations guaranteed Obligations Guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the this Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 11Section 11.05 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and to the extent permitted by law, interest on any overdue interest, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Subsidiary Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either the Company or any Subsidiary Guarantor to the Trustee or such Holder, this the Subsidiary GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yii) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Article 11, Each Subsidiary that is a signatory hereto and each Restricted Subsidiary of the Subsidiary Guarantors herebyCompany which in accordance with Section 4.13 hereof is required to guarantee the obligations of the Company under the Notes (each, a "Guarantor"), upon execution of a supplemental indenture, hereby jointly and severally, severally unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and or enforceability of this Indenture, the Notes or the obligations of the Company hereunder under this Indenture or thereunderthe Notes, that: (ai) the principal of and interest on and Liquidated Damages, if any, with respect to the Notes will be promptly paid in full when due, whether at maturitythe maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, if any, if lawful, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture or thereunder the Notes will be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same they will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall each Guarantor will be jointly and severally obligated to pay the same immediatelywhether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.02 hereof. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each Guarantor hereby agrees that its obligations with regard to this Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several and unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party's power before proceeding against such Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action for the collection of any Indebtedness or the performance of any obligation hereby waives diligenceguaranteed; (c) any defense that may arise by reason of the incapacity, presentmentlack of authority, demand death or disability of paymentany other Person or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, filing bankruptcy or any other proceeding) of claims with a court in any other Person; (d) demand, protest and notice of any kind including but not limited to notice of the event existence, creation or incurring of insolvency any new or bankruptcy additional Indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Company, any right to require a proceeding first against the CompanyBenefited Party, 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 Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.any

Subsidiary Guarantee. Subject to this Article 11Section 10.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of and premium, interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of principal, premium, (to the extent permitted by law) interest and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.the

Subsidiary Guarantee. (a) Subject to this Article 1110, each of the Subsidiary Guarantors herebyshall, jointly and severally, irrevocably and unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and of, premium, if any, or interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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 Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. (e) Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (f) In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (g) Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (h) All provisions set forth herein with respect to the Subsidiary Guarantees are subject to the Agreed Security Principles.

Subsidiary Guarantee. Subject to this Article 11, each Each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same the principal of and interest on the Notes 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 Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or Subsidiary Guarantors, the Subsidiary Guarantors or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either any such entity to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Subsidiary Guarantee. (a) Subject to this Article 1113, each of the Subsidiary Guarantors herebyGuarantor fully and unconditionally guarantees, jointly and severallyon a senior unsecured basis, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other monetary obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or 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 Guarantors Guarantor shall be jointly and severally obligated to pay the same immediately. Each The Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their 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. Each The Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and 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 Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (d) The Subsidiary 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 obligations guaranteed hereby. Each The Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsGuarantor, 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 6 hereof Five of the Base Indenture as amended by this First Supplemental Indenture for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereofFive of the Base Indenture as amended by this First Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to the provisions of this Article 11, 18 each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Notes will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, redemption call for redemption, upon an Excess Proceeds Offer, a Change of Control Offer or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes, if any, if lawful, Notes and all other obligations of the Company or the Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee hereunder) and all other obligations of the Company under this Indenture, including to the Trustee or under the Notes (including fees, expenses or other) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders, for whatever reason, the each Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Subsidiary Guarantee, and shall entitle the Holders of Notes or the Trustee to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, the Security Documents or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each of the Subsidiary Guarantor Guarantors hereby waives the benefit of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this its Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes Notes, this Indenture and this IndentureSubsidiary Guarantee. This Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Subsidiary Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (xa) subject to this Article 18, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof herein for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofherein, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. This Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The obligations of each Subsidiary Guarantors Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and 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 or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall have the right be entitled to seek a contribution from any non-paying each other Subsidiary Guarantor so long as in a pro rata amount based on the exercise net assets of each Subsidiary Guarantor, determined in accordance with GAAP. A Subsidiary Guarantor shall be released from all of its obligations under its Subsidiary Guarantee if it merges with or into or consolidates with, or transfers all or substantially all of its assets in compliance with Section 16.1 hereof, or the Subsidiary Guarantor is designated an Unrestricted Subsidiary in compliance with the other terms of this Indenture, and such right does not impair Subsidiary Guarantor has delivered to the rights Trustee an Officers' Certificate and an Opinion of the Holders under the Guarantee-100- Counsel, each stating that all conditions precedent herein provided for relating to such transaction have been complied with.

Subsidiary Guarantee. Subject to this Article 11Section 11.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered made available for delivery by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that so long as any Obligations on the Notes are outstanding it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Article 11Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest interest, including Special Interest, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the NotesNotes (including Special Interest), if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor of the Notes so long as the exercise of such right does not impair the rights of the Holders under the this Guarantee.

Subsidiary Guarantee. Subject Each Subsidiary of the Company that, in accordance with the terms of any Securities of a Series issued hereunder pursuant to any supplemental indenture relating to such Securities, is required to become party to this Article 11Indenture as a guarantor (each, each of the Subsidiary Guarantors a "Guarantor"), hereby, jointly and severally, unconditionally guarantees to each Holder of a Note Security of a Series that is to be guaranteed and that has been authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest interest, if any, on the Notes Securities will be promptly paid by the Company in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium, if any, and interest, if any, on the Securities, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid by the Company in full or performedperformed by the Company, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that same will be promptly paid by the Company in full when due or performed by the Company in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed or any performance so guaranteed which failure continues for three days after demand therefor is made to the Company for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor who executes a Subsidiary Guarantor Guarantee hereunder agrees that this is a guarantee of payment and not a guarantee of collection. The Each Guarantor who executes a Subsidiary Guarantors hereby agree Guarantee hereunder agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions 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. Each Guarantor who executes a Subsidiary Guarantor hereby Guarantee hereunder waives diligence, presentment, demand of paymentpayment (except as specifically provided in the preceding paragraph), 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 (except as specifically provided in the preceding paragraph) whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor who executes a Subsidiary Guarantor Guarantee hereunder agrees that it shall not be entitled to any right of subrogation in relation to the Holders Holders, in respect of any obligations guaranteed hereby hereby, until payment in full of all obligations guaranteed hereby. Each Guarantor who executes a Subsidiary Guarantor Guarantee hereunder further agrees 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 accelerated, as provided in Article 6 VI hereof or as may be provided in any supplemental indenture hereto, for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereofVI hereof or as may be provided in any supplemental indenture hereto, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee, failing payment when due by the Company which failure continues for three days after demand therefor is made to the Company. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Tenth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Tenth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Tenth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Subsidiary Guarantee. (a) Subject to this Article 1110, each of the Subsidiary Guarantors Guarantor hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.02 hereof or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors each Guarantor shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor also agrees that this is a guarantee of payment and not a guarantee of collection. The . (b) Each Guarantor hereby agrees that its obligations with regard to such Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Guarantor, to (A) proceed against the Company, any right to require a proceeding first other guarantor (including any other Guarantor) of the obligations under the Subsidiary Guarantees or any other Person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Subsidiary Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Subsidiary Guarantees; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Subsidiary Guarantees, except behavior which amounts to bad faith; (v)(A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Subsidiary Guarantees or any agreement related thereto, and covenant notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule and (viii) any defenses or benefits that this may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Section 8.02, 8.03 and 10.05, each Guarantor covenants that its Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes its Subsidiary Guarantee and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this any Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 hereof for the purposes of this any Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this any such Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the applicable Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 11CRLP hereby acknowledges and agrees that it receives substantial benefits from the Operating Partnership and the Guarantor and that CRLP is providing its Subsidiary Guarantees for good and valuable consideration, each of the Subsidiary Guarantors herebyincluding, jointly without limitation, such substantial benefits. Accordingly, CRLP hereby fully and severally, unconditionally guarantees to each Holder of a Note Notes that are authenticated by the Trustee and delivered by the Trustee or the Operating Partnership that: (i) the principal of, and to the Trustee premium, if any, and its successors and assigns, irrespective of the validity and enforceability of this Indentureinterest on, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of shall be duly and interest on the Notes will be promptly punctually paid in full when due, whether at maturityStated Maturity, by upon acceleration, upon redemption or otherwise; (ii) to the extent permitted by applicable law, interest on overdue principal of, and interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland interest on, the Notes shall be duly and punctually paid in full when due; and (iii) all other obligations of the Company Operating Partnership to the Holders of Notes or (solely insofar as it relates to the Notes) to the Trustee hereunder under the Indenture or thereunder will under the Notes (including, without limitation, obligations to pay fees, expenses or other charges) shall be promptly duly and punctually paid in full when due or duly and punctually performed, as the case may be, all in accordance with the terms hereof of the Indenture and thereof; and (b) the Notes, and, in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly duly and punctually paid in full when due due, whether at Stated Maturity, by acceleration, call for redemption or performed otherwise, or duly and punctually performed, as the case may be, in accordance with the terms of the extension or renewal, whether at stated maturitysubject, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reasonhowever, the Subsidiary Guarantors shall be jointly and severally obligated in each case referred to pay the same immediately. Each Subsidiary Guarantor agrees that above in this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteeparagraph, to the extent theretofore dischargedlimitations set forth in Section 1703 of the Indenture (such Section 1703 having been added to the Original Indenture by the Second Supplemental Indenture) and, shall be reinstated in full force each case referred to above, on the other terms and effectconditions set forth in Article Seventeen of the Indenture (such Article Seventeen having been added to the Original Indenture by the Second Supplemental Indenture). Each Subsidiary Guarantor Without limitation to the foregoing, CRLP agrees that it shall not be entitled bound by, and that it shall comply with and perform, all of the covenants, obligations and agreements to any right of subrogation in relation to be complied with and performed by CRLP under the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatIndenture (including, as between without limitation, Article Seventeen thereof) and under the Subsidiary GuarantorsGuarantees, if any, endorsed on the one hand, and certificates evidencing the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeNotes.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees and irrevocably guarantee to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of and premium and interest on the Notes Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest Interest on the overdue principal of of, premium, and interest Interest on the NotesSecurities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; thereof and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this Subsidiary Guarantee is a general unsecured obligation of such Guarantor and it is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by the Company or a Guarantor either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the this Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Sixteenth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Sixteenth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Sixteenth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Subsidiary Guarantee. (a) Subject to this Article 11III, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Administrative Agent and its successors and assigns, for the benefit of itself and the Lenders, irrespective of the validity and enforceability of this Indenture, the Notes Agreement or the obligations of the Company Borrowers hereunder or thereunder, that: : (ai) the principal of of, and interest on premium or interest, if any, on, the Notes Loans will be promptly paid in full when due, whether at maturityStated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, or premium or interest, if any, on, the Loans, if lawful, and all other obligations of the Company Borrowers to the Holders Lenders or the Trustee Administrative Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes Loans or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrowers, 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Borrower, any right to require a proceeding first against the CompanyBorrowers, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Agreement. (c) If any Holder Lender or the Trustee Administrative Agent is required by any court or otherwise to return to the CompanyBorrowers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Borrowers or the Subsidiary Guarantors, any amount paid by either any of them to the Trustee Administrative Agent or such HolderLender, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Lenders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders Lenders and the TrusteeAdministrative Agent, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VIII hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 VIII hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders Lenders under the Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 11The Subsidiary Guarantor hereby fully and unconditionally guarantees, each of the Subsidiary Guarantors herebyon an unsubordinated basis, jointly as primary obligor and severallynot merely as surety, unconditionally guarantees to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full punctual payment when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on of the overdue principal of and interest on the Notes, if any, if lawful, Securities and all other obligations and liabilities of the Company under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (collectively, “Obligations”). The Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article XIII notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any Default under the Securities or the Obligations. The Obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the 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 Obligations or any of them; or (e) any change in the ownership of the Company. The Subsidiary Guarantor further agrees that the Subsidiary Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full or pursuant to Sections 13.02 and 13.03 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever (other than payment of the Obligations in full or pursuant to Sections 13.02 and 13.03 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 Guarantor herein shall not be (to the extent permitted by law) discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the 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 Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. The Subsidiary 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 the common stock or assets of the Subsidiary Guarantor in compliance with Section 13.02, or upon its release from the Subsidiary Guarantee pursuant to Section 13.03. The Subsidiary Guarantor further agrees that unless the Subsidiary Guarantee has been released pursuant to Section 13.02 or Section 13.03, the 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 of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or pay any of such other obligations, that the Obligations when and as the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalshall become due, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligencepromises to and will, presentmentupon receipt of written demand by the Trustee, demand of paymentforthwith pay, filing of claims with a court or cause to be paid, 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 Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteecash, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation Holders an amount equal to the Holders in respect sum of (i) the unpaid amount of such Obligations then due and owing and (ii) without duplication of any obligations guaranteed hereby until payment amounts included in full of all obligations guaranteed herebythe 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). Each The Subsidiary Guarantor further agrees that, as between the Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof this Indenture for the purposes of this the Subsidiary GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article 6 hereofObligations, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose purposes of this the Subsidiary Guarantee. The Subsidiary Guarantors shall have Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from Trustee in enforcing any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteethis Section 13.01.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, (a) The Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company hereunder or thereunder, that: : (ai) the principal of and interest and Liquidated Damages, if any, on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption redemption, repurchase or otherwise, and interest on the overdue principal of and interest and Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration acceleration, redemption, repurchase or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay the same immediately. Each Subsidiary . (b) The Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary the Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. . (c) If any Holder of Notes or the Trustee is required by any court or otherwise to return to the CompanyCompany or Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary . (d) The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary GuarantorsGuarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, hereby and (y2) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this Subsidiary Guarantee. The If any Restricted Subsidiary executes a Subsidiary Guarantee pursuant to Section 4.08, the Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Article 11Section 11.06 hereof, each of the Subsidiary Guarantors hereby, jointly on a full, unconditional, joint and severallyseveral, unconditionally unsecured basis guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Subsidiary Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Section 11.06 and --------------------- Article 1112 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or Securities and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, (to the extent permitted by law) interest on any interest, if lawfulany, and Liquidated Damages, if any, on the Securities, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Securities shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged (subject to Section 11.04) except by complete performance of the obligations Obligations contained in the Notes Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianSecurities Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor and the Company so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Eighth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Eighth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Eighth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Subsidiary Guarantee. Subject to the limitations set forth in the Indenture, the Guarantors (as defined in the Indenture referred to in this Article 11, Note and each of hereinafter referred to as a "Guarantor," which term includes any successor or additional Guarantor under the Subsidiary Guarantors herebyIndenture) have, jointly and severally, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: guaranteed (a) the due and punctual payment of the principal (and premium, if any) of and interest (including Additional Amounts, if any and Special Interest, if any) on the Notes will be promptly paid in full when dueNotes, whether at maturityStated Maturity, by acceleration, redemption call for redemption, upon a Change of Control Offer, Asset Sale Offer, offer to purchase upon a Termination of Trading, purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest (including Additional Amounts, if any, and Special Interest, if any) on the Notes, if any, if to the extent lawful, (c) the due and punctual performance of all other obligations of the Company and the Guarantors to the Holders or under the Trustee hereunder or thereunder will be promptly paid in full or performedIndenture, all in accordance with the terms hereof Notes, the Collateral Documents and thereof; the Senior Note Collateral Documents and (bd) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, call for redemption, upon a Change of Control Offer, Asset Sale Offer, offer to purchase upon a Termination of Trading, purchase or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reasonCapitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise indicated. Payment on each Note is guaranteed, the Subsidiary Guarantors shall be jointly and severally obligated severally, by the Guarantors pursuant to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective Article X of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute Indenture on a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, senior subordinated basis to the extent theretofore dischargedprovided in the Indenture and reference is made to such Indenture for the precise terms of the Guarantees and such subordination. The obligations of each Guarantor are limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets as of the date of the Guarantee and (b) the maximum amount as will, shall be reinstated in full force after giving effect to such maximum amount and effect. Each Subsidiary all other contingent and fixed liabilities of such Guarantor agrees that it shall not be entitled (including, if applicable, its obligations under the Senior Notes) and after giving effect to any right of subrogation in relation to the Holders in respect collections from or payments made by or on behalf of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary other Guarantor further agrees 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 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyof such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law or not otherwise being void, voidable or unenforceable under any similar other bankruptcy, receivership, insolvency, liquidation or other similar legislation or legal principles under applicable foreign law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. Certain of the Guarantors may be released from their Guarantees upon the terms and (y) subject to the conditions provided in the Indenture. 20 The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any declaration transfer or assignment of acceleration of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such obligations as provided transferee or assignee, all subject to the terms and conditions hereof and in Article 6 hereof, such obligations the Indenture. NWE CAPITAL (whether or not due and payableCYPRUS) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose LIMITED By: /s/ Clay▇▇▇ ▇. ▇▇▇▇▇ _____________________________________ PLD ASSET LEASING LIMITED By: /s/ Clay▇▇▇ ▇. ▇▇▇▇▇ _____________________________________ PLD CAPITAL LIMITED By: /s/ Clay▇▇▇ ▇. ▇▇▇▇▇ _____________________________________ BALTIC COMMUNICATIONS LIMITED By: /s/ Clay▇▇▇ ▇. ▇▇▇▇▇ _____________________________________ WIRELESS TECHNOLOGY CORPORATIONS LIMITED By: /s/ Jame▇ ▇.▇. ▇▇▇▇ _____________________________________ SCHEDULE OF PRINCIPAL AMOUNT The initial principal amount at maturity of this Subsidiary GuaranteeNote shall be $26,500,000. The Subsidiary Guarantors shall following decreases/increase in the principal amount at maturity of this Note have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.been made: TOTAL PRINCIPAL AMOUNT AT NOTATION DECREASE IN INCREASE IN MATURITY MADE BY DATE OF PRINCIPAL PRINCIPAL FOLLOWING SUCH OR ON DECREASE/ AMOUNT AT AMOUNT AT DECREASE/ BEHALF OF INCREASE MATURITY MATURITY INCREASE TRUSTEE -------- -------- -------- -------- ------- ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------ ---------------------- ------------------------ ----------------- -------------------- ------------------

Subsidiary Guarantee. Subject to this Article 1110, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest due on the overdue principal of and interest on the Notes, if any, if lawful, any Note Payment Date and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Eighteenth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Eighteenth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Eighteenth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Subsidiary Guarantee. Subject to this Article 11CRLP hereby acknowledges and agrees that it receives substantial benefits from the Operating Partnership and the Guarantor and that CRLP is providing its Subsidiary Guarantees for good and valuable consideration, each of the Subsidiary Guarantors herebyincluding, jointly without limitation, such substantial benefits. Accordingly, CRLP hereby fully and severally, unconditionally guarantees to each Holder of a Note Notes that are authenticated by the Trustee and delivered by the Trustee or the Operating Partnership that: (i) the principal of, and to the Trustee premium, if any, and its successors and assigns, irrespective of the validity and enforceability of this Indentureinterest on, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of shall be duly and interest on the Notes will be promptly punctually paid in full when due, whether at maturityStated Maturity, by upon acceleration, upon redemption or otherwise; (ii) to the extent permitted by applicable law, interest on overdue principal of, and interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland interest on, the Notes shall be duly and punctually paid in full when due; and (iii) all other obligations of the Company Operating Partnership to the Holders of Notes or (solely insofar as it relates to the Notes) to the Trustee hereunder under the Indenture or thereunder will under the Notes (including, without limitation, obligations to pay fees, expenses or other charges) shall be promptly duly and punctually paid in full when due or duly and punctually performed, as the case may be, all in accordance with the terms hereof of the Indenture and thereof; and (b) the Notes, and, in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will shall be promptly duly and punctually paid in full when due due, whether at Stated Maturity, by acceleration, call for redemption or performed otherwise, or duly and punctually performed, as the case may be, in accordance with the terms of the extension or renewal, whether at stated maturitysubject, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reasonhowever, the Subsidiary Guarantors shall be jointly and severally obligated in each case referred to pay the same immediately. Each Subsidiary Guarantor agrees that above in this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guaranteeparagraph, to the extent theretofore dischargedlimitations set forth in Section 1703 of the Indenture (such Section 1703 having been added to the Original Indenture by the First Supplemental Indenture) and, shall be reinstated in full force each case referred to above, on the other terms and effectconditions set forth in Article Seventeen of the Indenture (such Article Seventeen having been added to the Original Indenture by the First Supplemental Indenture). Each Subsidiary Guarantor Without limitation to the foregoing, CRLP agrees that it shall not be entitled bound by, and that it shall comply with and perform, all of the covenants, obligations and agreements to any right of subrogation in relation to be complied with and performed by CRLP under the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatIndenture (including, as between without limitation, Article Seventeen thereof) and under the Subsidiary GuarantorsGuarantees, if any, endorsed on the one hand, and certificates evidencing the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeNotes.

Subsidiary Guarantee. Subject to the provisions of this Article 11X, each of the Subsidiary Guarantors hereby, jointly Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder of a Note authenticated Lender and delivered by the Trustee Agent and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes Advances and any promissory note issued hereunder will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Advances, any promissory note issued hereunder and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder (including fees and expenses) will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereofhereof; and (bii) in case of any extension of time of payment or renewal of any Notes of the Advances or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Lenders or the Agent, for whatever reason, the Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that An Event of Default under this is a guarantee Agreement shall constitute an event of payment default under this Guarantee, and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their shall entitle the Lenders to accelerate the obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability Guarantor under this Guarantee in the same manner and to the same extent as the obligations of the Notes or this IndentureCompany. (a) any right to require the Agent, the absence Lenders or the Company (each, a "Benefitted Person") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Person at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Person to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Agreement), including but not limited to notice of the existence, creation or incurring of any new or additional Debt or obligation or of any action to enforce or non-action on the same, any waiver or consent by any Holder part of the Notes with respect to any provisions hereof or thereofGuarantor, the recovery of any judgment against the Company, any action to enforce Benefitted Person, any creditor of the same Guarantor, the Company or on the part of any other circumstance Person whomsoever in connection with any obligations the performance of which might otherwise constitute are guaranteed under this Guarantee; (d) any defense based upon an election of remedies by a legal Benefitted Person, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or equitable discharge or defense rule of law which provides that the obligation of a Subsidiary Guarantorsurety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Person's election, in any proceeding instituted under the Bankruptcy Code, of the 364-Day Credit Agreement application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance payment in full of all principal, premium, if any, and interest on the obligations contained in the Notes Advances and all other costs provided for under this IndentureAgreement. This is a Guarantee of payment and not of collectibility. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either the Company or the Guarantor to the Trustee Agent or such HolderLender, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Lenders or the Agent in respect of any obligations guaranteed hereby under this Guarantee until payment in full of all obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby under this Guarantee may be accelerated as provided in Article 6 VI hereof for the purposes of this Subsidiary Guaranteehereof, 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 6 VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 1110, each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder under this Indenture, the Registration Rights Agreement or thereunder will be promptly paid in full any other agreement with or performedfor the benefit of the Holders or the Trustee, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each Subsidiary Guarantors Guarantor hereby agree agrees that their its obligations hereunder with regard to its Subsidiary Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and in this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.guaranteed

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder 58 will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. (A) By its execution of this Indenture (including by any amended or supplemental indenture pursuant to Section 8.01(B)), each Subsidiary Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that such Subsidiary Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits. Subject to this Article 11, each of the Subsidiary Guarantors herebyGuarantors, jointly and severally, unconditionally guarantees fully and unconditionally, guarantees, on a senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, interest on, and interest on any Conversion Consideration for, the Notes will be promptly paid or delivered in full when due, whether at maturitythe Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on on, and any Conversion Consideration for, the Notes, if any, if lawfullawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid or delivered in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or 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 maturitythe Maturity Date, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (B) The Subsidiary Guarantors hereby agree that that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureIndenture or the obligations of the Company hereunder or thereunder, 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 GuarantorGuarantor other than payment in full of all obligations hereunder and thereunder. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete payment or performance of the obligations contained in the Notes and this Indenture. Indenture in accordance with their terms. (C) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary Guarantors, any amount or consideration paid or delivered by either the Company or a Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (D) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation subrogation, reimbursement or contribution in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between 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 6 hereof 7 for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Each Subsidiary Guarantors Guarantor that makes a payment or distribution under its Guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantor, in a pro rata amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 1110, each of the Subsidiary Guarantors hereby, jointly and severally, hereby unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the due and punctual payment of the principal of of, premium, if any, and interest on the Notes will be promptly paid in full when dueNotes, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notespremium, if any, if lawfuland, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedunder this Indenture and the Notes, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each Guarantor hereby agrees that its obligations with regard to its Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby further, to the extent permitted by law, waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (a) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Guarantor, to (1) proceed against the Company, any right to require a proceeding first other guarantor (including any other Guarantor) of the Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person, (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Subsidiary Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Subsidiary Guarantees or any agreement related thereto, and covenant notices of any extension of credit to the Company and any right to consent to any thereof; (g) to the extent permitted under applicable law, the benefits of any “One Action” rule and (h) any defenses or benefits that this may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05, each Guarantor hereby covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 11Section 10.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Senior Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Senior Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesprincipal, premium, if any, (to the extent permitted by law) interest on any interest, if lawfulany, and Liquidated Damages, if any, on the Senior Notes, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Senior Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Senior Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Subsidiary Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Senior Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianSenior Note Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. (a) Subject to this Article 1110, each in the event that any Restricted Subsidiary of the Company shall execute and deliver a supplemental indenture to this Indenture with respect to a Subsidiary Guarantors herebyGuarantee (as required by Section 10.02 hereof or otherwise), any such Guarantor shall, jointly and severally, unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of premium, if any, and interest and Additional Interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration pursuant to Section 6.02 hereof or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors any Guarantor shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Any Guarantor also agrees that this is a guarantee of payment and not a guarantee of collection. The . (b) Any Guarantor agrees that its obligations with regard to such Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Any Guarantor hereby further, to the extent permitted by law, waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand rights or remedies, including but not limited to: (i) any right to require any of paymentthe Trustee, filing the Holders or the Company (each a “Benefited Party”), as a condition of claims with a court in the event of insolvency payment or bankruptcy of performance by such Guarantor, to (A) proceed against the Company, any right to require a proceeding first other guarantor (including any other Guarantor) of the obligations under the Subsidiary Guarantees or any other person, (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Subsidiary Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Subsidiary (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notice notices of dishonor and all demands whatsoever notices of any action or inaction, including acceptance of the Subsidiary Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Subsidiary Guarantees or any agreement related thereto, and covenant notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule and (viii) any defenses or benefits that this may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Subsidiary Guarantees. Except to the extent expressly provided herein, including Section 8.02, 8.03 and 10.05, any Guarantor covenants that its Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes its Guarantee and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary any Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary any Guarantors, any amount paid by either to the Trustee or such Holder, this any Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary . (d) Any 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 obligations guaranteed hereby. Each Subsidiary Any Guarantor further agrees that, as between the Subsidiary any Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 hereof for the purposes of this any Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary any Guarantors for the purpose of this any such Subsidiary Guarantee. The Subsidiary Any Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the applicable Subsidiary Guarantee.

Subsidiary Guarantee. (a) Subject to the provisions of this Article 11Ten, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severallyseverally unconditionally guarantees, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignson an unsubordinated unsecured basis, irrespective of (i) the validity and enforceability of this the Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunderthereunder or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or default of a Subsidiary Guarantor, that: : (a1) the principal of of, premium, if any, interest and defaulted interest on with respect to the Notes will shall be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on or defaulted interest with respect to the Notes, if any, if lawful, Notes and all other obligations of the Company or any Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder will and all other obligations under the Indenture shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereof; and , and (b2) in case of any extension of time of payment or renewal of any the Notes or any of such other obligations, that the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders, for whatever reason, the each Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under the Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantee and shall entitle the Holders or the Trustee to accelerate the obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) Each Subsidiary Guarantor agrees that this is a guarantee Guarantor, by execution of payment and not a guarantee its Subsidiary Guarantee, waives the benefit of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this such Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Indenture and this Indenturesuch Subsidiary Guarantee. (c) The Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or to any Subsidiary Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Six for the purposes of this the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the such Subsidiary Guarantors Guarantor for the purpose of this its Subsidiary Guarantee. . (d) The Subsidiary Guarantors Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (e) No shareholder, partner, manager, member, director, officer, employee, agent or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under the right to seek contribution from any non-paying Subsidiary Guarantee of such Subsidiary Guarantor so long by reason of his, her or its status as the exercise of such right does not impair the rights of the Holders under the Guaranteepartner, manager, member shareholder, director, officer, employee, agent or incorporator.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Twenty-Fifth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Twenty-Fifth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Twenty-Fifth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral (other than certain pledged stock as described in Section 11.04(c)) and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable. Prior to a Ratings Event, within 30 days of any Restricted Subsidiary becoming a guarantor under the General Credit Facility, such Restricted Subsidiary shall become a guarantor of the Notes by executing and delivering a Supplemental Indenture in the form of Exhibit B hereto.

Subsidiary Guarantee. Subject to the provisions of this Article 11X, each of the Subsidiary Guarantors hereby, jointly Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder of a Note authenticated Lender and delivered by the Trustee Agent and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes Advances and all L/C Reimbursement Obligations and any promissory note issued hereunder will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Advances, and all L/C Reimbursement Obligations and any promissory note issued hereunder and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder (including fees and expenses) will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereofhereof; and (bii) in case of any extension of time of payment or renewal of any Notes of the Advances or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Lenders or the Agent, for whatever reason, the Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. Each Subsidiary An Event of Default under this Agreement shall constitute an event of default under this Guarantee, and shall entitle the Lenders to accelerate the obligations of the Guarantor under this Guarantee in the same manner and to the same extent as the obligations of the Company. The Guarantor hereby agrees that its obligations under this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder Lender or the Agent of the Notes this Agreement with respect to any provisions hereof or thereof, the recovery entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary the Guarantor. Each Subsidiary The Guarantor hereby waives diligenceand relinquishes: (a) any right to require the Agent, presentmentthe Lenders or the Company (each, demand a “Benefitted Person”) to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Person at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantor; (b) any defense that may arise by reason of paymentthe incapacity, filing lack of claims with authority, death or disability of any other Person or Persons or the failure of a court Benefitted Person to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Agreement), including but not limited to notice of the event existence, creation or incurring of insolvency any new or bankruptcy additional Debt or obligation or of any action or non-action on the part of the Guarantor, the Company, any right Benefitted Person, any creditor of the Guarantor, the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are guaranteed under this Guarantee; (d) any defense based upon an election of remedies by a Benefitted Person, including but not limited to require a proceeding first an election to proceed against the CompanyGuarantor for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Person’s election, protestin any proceeding instituted under the Bankruptcy Code, notice of the application of Section 1111(b)(2) of the Bankruptcy Code; and all demands whatsoever and covenant (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance payment in full of all principal, premium, if any, and interest on the obligations contained in the Notes Advances and all other costs provided for under this IndentureAgreement. This is a Guarantee of payment and not of collectibility. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either the Company or the Guarantor to the Trustee Agent or such HolderLender, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Lenders or the Agent in respect of any obligations guaranteed hereby under this Guarantee until payment in full of all obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby under this Guarantee may be accelerated as provided in Article 6 VI hereof for the purposes of this Subsidiary Guaranteehereof, 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 6 VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. (a) Subject to this Article 1110, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: : (a1) the principal of of, premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary . (b) Subject to this Article 10, the Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. . (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Subsidiary Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Subsidiary Guarantee. (a) Pursuant to Section 10.09 of the Original Indenture, Chicago Express, a Restricted Subsidiary of the Company, hereby provides a Subsidiary Guarantee of payment of the Notes as set forth below. (a) Subject to the provisions of this Article 11Section 3, each of the Subsidiary Guarantors herebyChicago Express, jointly as primary obligor and severallynot merely as surety, hereby fully, unconditionally and irrevocably guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity Holders (a "Subsidiary Guarantee"): (i) the due and enforceability of this Indenture, the Notes or the obligations punctual payment of the Company hereunder or thereunderprincipal of, that: (a) the principal of premium, if any, on and interest on each Note, when and as the Notes will be promptly paid in full when duesame shall become due and payable, whether at maturitywhether, by acceleration, required repurchase (including by reason of Change of Control), call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest interest, if any, on the Notes, if anyto the extent lawful (in each case including interest accruing on or after filing of any petition in bankruptcy or reorganization relating to the Company or any Guarantor, if lawfulwhether or not a claim for post filing interest is allowed in such proceeding), and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedTrustee, all in accordance with the terms hereof of such Note and thereof; the Original Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes Note or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration acceleration, required repurchase (including by reason of Change of Control), call for redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor Chicago Express hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestthe benefit of discussion, protest or notice with respect to any such Note or the debt evidenced thereby and all demands whatsoever whatsoever, and covenant covenants that this Subsidiary Guarantee shall will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, principal thereof and the Holders interest thereon and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Section 4.01 and Section 4.02 (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right subject to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.Section 4.06)

Subsidiary Guarantee. Subject to this Article 11(a) For value received, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severallyseverally fully, unconditionally and absolutely guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity principal of, and enforceability of this Indenturepremium, the Notes or the obligations of the Company hereunder or thereunderif any, that: (a) the principal of and interest interest, if any, on the Notes will be promptly paid in full and all other amounts due and payable under this Indenture and the Notes by the Company, when dueand as such principal, premium and interest shall become due and payable, subject to any applicable grace period, whether at maturity, maturity or by declaration of acceleration, call for redemption or otherwise, and interest on according to the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations terms of the Company to Notes and this Indenture and, in the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsNotes, that when the same will be promptly paid in full when shall become due or performed and payable in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturitymaturity or by declaration or acceleration, by acceleration call for redemption or otherwise. , in each case, subject to the limitations set forth in Section 11.02. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the related Subsidiary Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor of the Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, its Subsidiary Guarantee, the Subsidiary Guarantee of any other Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any Guarantor, or any action to enforce the same or any other circumstance circumstances (other than payment) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorthe Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 7.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce such Subsidiary Guarantor Guarantee without first proceeding against the Company or any other Guarantor. (c) The obligations of each of the Guarantors under this Article XI shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Notes or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Notes or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Subsidiary Guarantees or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Notes, the related Subsidiary Guarantees or this Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Subsidiary Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (d) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant (ii) covenants that this its Subsidiary Guarantee shall will not be discharged except by complete performance of such Subsidiary Guarantee. Each of the obligations contained in the Notes and this Indenture. If Guarantors further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to its Guarantee is, or otherwise to return to the Companymust be, rescinded or returned for any reason whatsoever, including, without limitation, the Subsidiary Guarantors insolvency, bankruptcy or any custodian, trustee, liquidator or other similar official acting in relation to either reorganization of the Company or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each of the Guarantors shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each Subsidiary respect of any amounts paid by such Guarantor agrees pursuant to the provisions of this Indenture; provided, however, that it such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until all of the Holders in respect of any obligations guaranteed hereby until payment Notes and the related Subsidiary Guarantees shall have been paid in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteedischarged.

Subsidiary Guarantee. Subject to this Article 11Twelve, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees on a senior secured basis with respect to the Collateral Guarantors and, on a senior unsecured basis with respect to the Non-Collateral Guarantors, to each Holder of a Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder under this Indenture or thereunderthe Notes, that: (a) the principal or Accreted Value of (and premium, if any), as applicable, and, on or after the Extension Date, any cash interest on on, the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, upon redemption or repurchase, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to Holders of the Holders Notes or the Trustee hereunder under this Indenture or thereunder will the Notes shall be promptly paid in full or promptly performed, as the case may be, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or failing performance of any performance other obligation so guaranteed for whatever reason, the each Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof of this Indenture or thereofthe Notes, the release of any other Subsidiary Guarantor, 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. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by applicable law, 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 Indenture. Unless and until released with respect to any Subsidiary Guarantor in accordance with Section 12.04 of this Indenture, this Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a custodian, trustee, liquidator or other similar official be appointed for all or any part of the Company’s assets. If any Holder of the Notes or the Trustee is required by any court or governmental authority or is otherwise required to return to the Company, the any Subsidiary Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Notes and this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees fullest extent permitted by law) that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (xa) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of this Indenture, for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in such Article 6 hereofFive, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subject to Section 6.06, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this such Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this such 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this such Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly (a) The Guarantor hereby irrevocably and severally, unconditionally guarantees on a general unsecured and unsubordinated basis (the “Subsidiary Guarantee”), as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and punctual payment when due, whether by acceleration, by redemption or otherwise, of all obligations of the validity Company under this Indenture (including obligations to the Trustee) and enforceability 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 all other monetary obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed NYDOCS01/1701479.5 Obligations may be extended or renewed, in whole or in part, without notice or further assent therefrom, and that it shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation. (b) The Guarantor waives, to the fullest extent permitted by law, presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any Default under the Securities or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes 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) 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 Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 9.01(a), 11.01(f), 11.02 and 11.07, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under 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 or would otherwise operate as a discharge of the 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 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 NYDOCS01/1701479.5 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 hereunder or thereunderotherwise. (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 Guarantor by virtue hereof, that: (a) upon the failure of the Company to pay the principal of or interest or liquidated damages, if any, on any Guaranteed Obligation when and interest on as the Notes will be promptly paid in full when same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the 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 on the overdue principal of and interest on the NotesAdditional Amounts, if any, if lawful, on such Guaranteed Obligations and (iii) all other monetary obligations of the Company to the Holders or Holders, the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and any agent appointed hereunder. (bh) 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VII for the purposes of this the Subsidiary GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6 hereofVII, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purposes of this Section 11.01. (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 carry out more effectively the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeIndenture.

Subsidiary Guarantee. Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly (a) The Guarantor hereby irrevocably and severally, unconditionally guarantees on a general unsecured and unsubordinated basis (the “Subsidiary Guarantee”), as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsassigns the full and punctual payment when due, irrespective whether by acceleration, by redemption or otherwise, of all obligations of the validity Company under this Indenture (including obligations to the Trustee) and enforceability 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 all other monetary obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent therefrom, and that it shall remain bound under this Article XI notwithstanding any extension or renewal of any Guaranteed Obligation. (b) The Guarantor waives, to the fullest extent permitted by law, presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any Default under the Securities or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes 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) 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 Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 9.01(a), 11.01(f), 11.02 and 11.07, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under 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 or would otherwise operate as a discharge of the 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 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 hereunder or thereunderotherwise. (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 Guarantor by virtue hereof, that: (a) upon the failure of the Company to pay the principal of or interest or liquidated damages, if any, on any Guaranteed Obligation when and interest on as the Notes will be promptly paid in full when same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the 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 on the overdue principal of and interest on the NotesAdditional Amounts, if any, if lawful, on such Guaranteed Obligations and (iii) all other monetary obligations of the Company to the Holders or Holders, the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and any agent appointed hereunder. (bh) 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 Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof VII for the purposes of this the Subsidiary GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6 hereofVII, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors Guarantor for the purposes of this Section 11.01. (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 carry out more effectively the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeIndenture.

Subsidiary Guarantee. Subject to this Section 11.06 and Article 1112 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or and the obligations Obligations of the Company hereunder or and thereunder, that: (a) the principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, (to the extent permitted by law) interest on any interest, if any, and interest Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, reason the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the Obligations of payment the Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Subsidiary Guarantors hereby agree that their obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged (subject to Section 11.04) except by complete performance of the obligations Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor and the Company so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Twenty-Fourth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Twenty-Fourth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Twenty-Fourth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral (other than certain pledged stock as described in Section 11.04(c)) and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable. Prior to a Ratings Event, within 30 days of any Restricted Subsidiary becoming a guarantor under the General Credit Facility, such Restricted Subsidiary shall become a guarantor of the Notes by executing and delivering a Supplemental Indenture in the form of Exhibit B hereto.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Fifteenth Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Fifteenth 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Fifteenth Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

Subsidiary Guarantee. Subject to this Article 11(a) For value received, each of the Subsidiary Guarantors hereby, Guarantor hereby jointly and severallyseverally fully, unconditionally and absolutely guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity principal of, and enforceability of this Indenturepremium, the Notes or the obligations of the Company hereunder or thereunderif any, that: (a) the principal of and interest interest, if any, on the Notes will be promptly paid in full and all other amounts due and payable under the Indenture and the Notes by the Company, when dueand as such principal, premium and interest shall become due and payable, subject to any applicable grace period, whether at maturity, maturity or by declaration of acceleration, call for redemption or otherwise, and interest on according to the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations terms of the Company to Notes and the Holders or Indenture and, in the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsNotes, that when the same will be promptly paid in full when shall become due or performed and payable in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturitymaturity or by declaration or acceleration, by acceleration call for redemption or otherwise. , in each case, subject to the limitations set forth in Section 11.02. (b) Failing payment when due of any amount so guaranteed or any performance so guaranteed pursuant to the related Subsidiary Guarantee, for whatever reason, each of the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor of the Guarantors hereby agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Notes, its Subsidiary Guarantee, the Subsidiary Guarantee of any other Guarantor or this the 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 CompanyCompany or any Guarantor, or any action to enforce the same or any other circumstance circumstances (other than payment) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorthe Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 7.06, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Guarantor to enforce such Subsidiary Guarantor Guarantee without first proceeding against the Company or any other Guarantor. (c) The obligations of each of the Guarantors under this Article XI shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Notes or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the Guarantors under the Indenture, (v) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or the Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in the Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Subsidiary Guarantees or the Indenture in any such proceeding, (viii) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Notes, the related Subsidiary Guarantees or the Indenture or (x) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the related Subsidiary Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (d) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant (ii) covenants that this its Subsidiary Guarantee shall will not be discharged except by complete performance of such Subsidiary Guarantee. Each of the obligations contained in the Notes and this Indenture. If Guarantors further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to its Guarantee is, or otherwise to return to the Companymust be, rescinded or returned for any reason whatsoever, including, without limitation, the Subsidiary Guarantors insolvency, bankruptcy or any custodian, trustee, liquidator or other similar official acting in relation to either reorganization of the Company or any of the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each of the Guarantors shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each Subsidiary respect of any amounts paid by such Guarantor agrees pursuant to the provisions of the Indenture; provided, however, that it such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until all of the Holders in respect of any obligations guaranteed hereby until payment Notes and the related Subsidiary Guarantees shall have been paid in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guaranteedischarged.

Subsidiary Guarantee. Subject to the provisions of this Article 11X, each of the Subsidiary Guarantors hereby, jointly Guarantor unconditionally and severally, unconditionally irrevocably guarantees to each Holder of a Note authenticated Lender and delivered by the Trustee Agent and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of of, premium, if any, and interest on the Notes Advances and any promissory note issued hereunder will be promptly duly and punctually paid in full when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of principal, and interest on the Notespremium, if any, and (to the extent permitted by law) interest on any interest, if lawfulany, on the Advances, any promissory note issued hereunder and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder (including fees and expenses) will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereofhereof; and (bii) in case of any extension of time of payment or renewal of any Notes of the Advances or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Lenders or the Agent, for whatever reason, the Subsidiary Guarantors shall Guarantor will be jointly and severally obligated to pay pay, or to perform or to cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that An Event of Default under this is a guarantee Agreement shall constitute an event of payment default under this Guarantee, and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their shall entitle the Lenders to accelerate the obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability Guarantor under this Guarantee in the same manner and to the same extent as the obligations of the Notes or this IndentureCompany. (a) any right to require the Agent, the absence Lenders or the Company (each, a "Benefitted Party") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Agreement), including but not limited to notice of the existence, creation 55 60 or incurring of any new or additional Debt or obligation or of any action to enforce or non-action on the same, any waiver or consent by any Holder part of the Notes with respect to any provisions hereof or thereofGuarantor, the recovery of any judgment against the Company, any action to enforce Benefitted Party, any creditor of the same Guarantor, the Company or on the part of any other circumstance Person whomsoever in connection with any obligations the performance of which might otherwise constitute are guaranteed under this Guarantee; (d) any defense based upon an election of remedies by a legal Benefitted Party, including but not limited to an election to proceed against the Guarantor for reimbursement; (e) any defense based upon any statute or equitable discharge or defense rule of law which provides that the obligation of a Subsidiary Guarantorsurety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall will not be discharged except by complete performance payment in full of all principal, premium, if any, and interest on the obligations contained in the Notes Advances and all other costs provided for under this IndentureAgreement. This is a Guarantee of payment and not of collectibility. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to either the CompanyCompany or the Guarantor, the Subsidiary Guarantors or any custodian, trustee, liquidator trustee or other similar official acting in relation to either the Company or the Subsidiary GuarantorsGuarantor, any amount paid by either the Company or the Guarantor to the Trustee Agent or such HolderLender, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary The Guarantor agrees that it shall will not be entitled to any right of subrogation in relation to the Holders Lenders or the Agent in respect of any obligations guaranteed hereby under this Guarantee until payment in full of all obligations guaranteed hereby. Each Subsidiary The Guarantor further agrees that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby under this Guarantee may be accelerated as provided in Article 6 VI hereof for the purposes of this Subsidiary Guaranteehereof, 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 6 VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors such Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Subsidiary Guarantee. Subject to this Article 1110, each of the Subsidiary Guarantors herebyshall, jointly and severally, unconditionally guarantees guarantee, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and of, premium, if any, or interest on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will the Collateral Agent hereunder, under the Notes or under any Collateral Document shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or 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 Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee Trustee, the Collateral Agent or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders Holders, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Subsidiary Guarantee. Subject to this Article 1112, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Twenty-Third Supplemental Indenture, the Notes or the obligations of the Company Issuer hereunder or thereunder, that: (a) the principal of and interest of, interest, premium on the Notes will shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Twenty-Third 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 CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenant covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Twenty-Third Supplemental Indenture. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 12.01. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees 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 6 hereof for the purposes of this 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 declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the GuaranteeSubsidiary Guarantees. Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables Collateral (other than certain pledged stock as described in Section 11.04(c)) and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables Collateral, will be effectively subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes. Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable. Prior to a Ratings Event, within 30 days of any Restricted Subsidiary becoming a guarantor under the General Credit Facility, such Restricted Subsidiary shall become a guarantor of the Notes by executing and delivering a Supplemental Indenture in the form of Exhibit B hereto.

Subsidiary Guarantee. Subject to this Article 11Twelve, each of the Subsidiary Guarantors herebyhereby jointly, jointly severally and severallyunconditionally guarantees, unconditionally guarantees on a senior secured basis, to each Holder of a Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder under this Indenture or thereunderthe Notes, that: : (a) the principal of of, premium, if any, and interest on the Notes will shall be promptly paid in full when due, whether at maturityStated Maturity, upon redemption or repurchase, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to Holders of the Holders Notes or the Trustee hereunder under this Indenture or thereunder will the Notes shall be promptly paid in full or promptly performed, as the case may be, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturityStated Maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or failing performance of any performance other obligation so guaranteed for whatever reason, the each Subsidiary Guarantors Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Each of the Subsidiary Guarantors hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof of this Indenture or thereofthe Notes, the release of any other Subsidiary Guarantor, 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. Each Subsidiary Guarantor hereby waives waives, to the extent permitted by applicable law, 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 Indenture. Unless and until released with respect to any Subsidiary Guarantor in accordance with Section 12.04 of this Indenture, this Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a custodian, trustee, liquidator or other similar official be appointed for all or any part of the Company’s assets. If any Holder of the Notes or the Trustee is required by any court or governmental authority or is otherwise required to return to the Company, the any Subsidiary Guarantors Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the such Subsidiary GuarantorsGuarantor, any amount paid by either the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Notes and this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further 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 obligations guaranteed hereby. Each Subsidiary Guarantor further agrees fullest extent permitted by law) that, as between the Subsidiary Guarantorsit, on the one hand, and the Holders of the Notes and the Trustee, on the other handother, (xa) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof Five of this Indenture, for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any declaration of acceleration of such obligations as provided in such Article 6 hereofFive, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.