Common use of NOTATION OF GUARANTEE Clause in Contracts

NOTATION OF GUARANTEE. As set forth more fully in the Indenture, the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indenture, to each Holder of Securities and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities (i) the principal of, premium, if any, and interest on the Security will be paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extended, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, by its execution of its Guarantee, each of the Persons constituting Guarantors acknowledges and agrees that it receives substantial benefits from time the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to time, in accordance with the provisions of Article X of the Indenture, unconditionally and each Guarantor, jointly and severally Guaranteeseverally, unconditionally guarantees on a senior basis, in accordance with Section 10.1 of the Indenture, subordinated basis to each Holder of Securities a Note authenticated and to delivered by the Trustee and its successors and assigns, assigns that, in accordance with the terms of the Indenture and the Securities : (i) the principal of, interest, premium, if any, and interest Liquidated Damages, if any, on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and shall be null interest on overdue principal, premium, if any, Liquidated Damages, if any, and void(to the extent permitted by law) interest on any interest, with respect if any, on the Notes and all other obligations of the Company to any Guarantor whothe Holders or the Trustee under the Notes, pursuant to Article 10 of the Indenture, is released from its Guaranteesthe Collateral Agreements and the Note Registration Rights Agreement (including fees, expenses or whose Guarantees otherwise cease to other) shall be applicable pursuant to promptly paid in full or performed, all in accordance with the terms of the Indenture; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same 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, call for redemption, upon a Change of Control, an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.8 of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor may be released from those obligations.

NOTATION OF GUARANTEE. As set forth more fully in the Indenture, the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basisguarantee, in accordance with Section 10.1 12.1 of the Indenture, to each the Holder of Securities and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities that (i) the principal of, premium, if any, of and interest on the Security will be paid in full when duepaid, whether at the Maturity Date or Interest Payment DateDates, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to upon a Change of Control Offer or a Senior Offer, upon an Asset Sale Offer will be timelyor otherwise, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) and all other payment obligations of the Company to the Holders Holder or the Trustee under the Indenture or this Security will be promptly paid in fullfull or performed, all in accordance with the terms of the Indenture and this Security; , and (ivii) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extended, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees guarantees shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 XII of the Indenture, is released from its Guaranteesguarantees, or whose Guarantees guarantees otherwise cease to be applicable pursuant to the terms of the Indenture. When a successor assumes all the obligations of its predecessor under the Securities and the Indenture, the predecessor will be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting extent permitted by law, each of the Guarantors from time to time, in accordance with the provisions Article X of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indentureguarantees, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that, in accordance with the terms : By its execution of the Indenture and its Guarantee endorsed on this Note, each of the Securities Guarantors acknowledges and agrees that it receives substantial benefits from the Issuers and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of Article X of the Indenture, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of, premium, if any, and interest on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Issuers to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be null promptly paid in full or performed, all in accordance with the terms hereof and void, with respect to any Guarantor who, pursuant to Article 10 of the Indenture; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, is released from its Guarantees, the same shall be promptly paid in full when due or whose Guarantees otherwise cease to be applicable pursuant to performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor may be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, each of the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, unconditionally and shall jointly and severally Guaranteeseverally, irrevocably and unconditionally guarantee, on a senior subordinated unsecured basis, in accordance with Section 10.1 Article X of the Indenture, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that, in accordance with the terms irrespective of the validity and enforceability against the Company and any other Guarantors of the Indenture, the Notes or the obligations of the Company under the Indenture and or the Securities Notes, that: (ix) the principal ofof and premium (if any), premiumand interest (and Liquidated Damages, if any, and interest ) on the Security Notes will be paid in full when due, whether at the Stated Maturity Date or an Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extended, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (y) all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes; and (z) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon a Senior Change of Control Offer, upon an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 X of the Indenture, is released from its Guarantees, Guarantee or whose Guarantees Guarantee otherwise cease ceases to be applicable pursuant to the terms of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

NOTATION OF GUARANTEE. As For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth more fully in the Indenture and subject to the provisions in the Indenture, dated as of July 25, 2000 (the Persons constituting "Indenture"), among R.J. Xxxer Corporation, the Guarantors from time to timeparty thereto and United States Trust Company of New York, in accordance with as trustee (the provisions of the Indenture"Trustee"), unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indenture, to each Holder of Securities and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities (i) the due and punctual payment of the principal of, premium, if any, and interest in full on the Security will be paid Securities (as defined in full the Indenture), when due, and as the same shall become due and payable whether at the Maturity Date or Interest Payment DateStated Maturity, by acceleration, call for redemption declaration of acceleration or otherwise; , (ii) the purchase price for all Securities properly due and timely tendered for acceptance punctual payment of interest on overdue principal of, premium, if any, and interest in response full on the Securities, to a Change of Control Offer or a Senior Asset Sale Offer will be timelythe extent permitted by law, or otherwise in accordance with the provisions of the Indenture, paid in full; and (iii) the due and punctual performance of all other payment obligations Obligations of the Company and the other Guarantors to the Holders or the Trustee under Trustee, including, without limitation, the Indenture payment of fees, expenses, indemnification or this Security will be promptly paid in fullother amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company to punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by acceleration or otherwise. The Obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article X of the Indenture and this Security; and (iv) in reference is hereby made to the case Indenture for the precise terms of any extension the Guarantee. The obligations of time of payment or renewal of this Security or any of such other obligations, they the Guarantors will be paid in full when due or performed released only in accordance with the terms provisions of such extension or renewal, whether at the Maturity Date, as so extended, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 X of the Indenture. TOWER AUTOMOTIVE, is released from its GuaranteesINC. By: ------------------------------------ Name: Title: TOWER AUTOMOTIVE PRODUCTS COMPANY, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.INC. By: ------------------------------------ Name: Title:

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting Guarantors from time to timeextent permitted by law, Parent, in accordance with the provisions Article X of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indentureguarantees, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: By its execution hereof, in accordance with Parent acknowledges and agrees that it receives substantial benefits from the terms Company and that it is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of Article X of the Indenture Indenture, Parent hereby unconditionally guarantees on a senior basis to _________________________ 6 To be included only on Transfer Restricted Notes. each Holder of a Note authenticated and delivered by the Securities Trustee and its successors and assigns that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and interest on overdue principal, premium, if any, Liquidated Damages, if any, and to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be null promptly paid in full or performed, all in accordance with the terms hereof; and void(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with respect to any Guarantor who, pursuant to Article 10 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 of the Indenture (collectively, the "Guarantee Obligations"). When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor may be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting extent permitted by law, each of the Guarantors from time to time, in accordance with the provisions Article XI of the Indenture, unconditionally and jointly and severally Guaranteeseverally, irrevocably and unconditionally guarantees on a senior basis, in accordance with Section 10.1 of the Indenture, secured basis to each Holder of Securities a Note authenticated and to delivered by the Trustee and its successors and assigns, assigns that, in accordance with the terms of the Indenture and the Securities : (i) (A) the principal of, of and premium, if any, and interest Interest (and Liquidated Damages, if any) on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, (B) Interest on overdue principal of and premium, if any, and (to the extent permitted by law) Interest on any Interest, if any (and Liquidated Damages, if any) on the Notes shall be null promptly paid in full and void(C) all other Obligations of the Issuers to the Holders or the Trustee under the Notes, with respect to any Guarantor who, pursuant to Article 10 of the Indenture, is released from its Guaranteesthe Collateral Agreements and the Registration Rights Agreement (including fees, expenses or whose Guarantees otherwise cease to otherwise) shall be applicable pursuant to duly and punctually paid in full when due and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be duly and punctually paid in full when due and performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 the Indenture. When a successor Guarantor assumes all the obligations of its predecessor Guarantor under the Notes and the Indenture, the predecessor Guarantor may be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting extent permitted by law, each of the Guarantors from time to time, in accordance with the provisions Article X of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indentureguarantees, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: By its execution hereof, in accordance with the terms each of the Indenture Guarantors acknowledges and agrees that it receives substantial benefits from the Securities Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of Article X of the Indenture, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and interest on overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be null promptly paid in full or performed, all in accordance with the terms hereof; and void(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with respect to any Guarantor who, pursuant to Article 10 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 of the Indenture (collectively, the "Guarantee Obligations"). When a successor assumes all the obligations of its predecessor under the Notes and the -------- 6 To be included only on Transfer Restricted Notes. Indenture, the predecessor may be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, each of the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basisguarantee, in accordance with Section 10.1 of the Indenture, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities : (ia) the principal of, and premium, if _________________________ /7/ To be included only on Transfer Restricted Notes. any, Liquidated Damages, if any, and interest on the Security Notes will be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and interest on overdue principal of, and premium, if any, Liquidated Damages, if any and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder 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 (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Senior Change of Control Offer, upon an Asset Sale Offer or otherwise. Such Guarantees are subordinated in right of payment to the prior payment in full of all Obligations in respect of Senior Debt of the Guarantors as set forth in Article XI of the Indenture and shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 X of the Indenture, is released from its Guarantees, Guarantee or whose Guarantees Guarantee otherwise cease ceases to be applicable pursuant to the terms of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting extent permitted by law, each of the Guarantors from time to time, in accordance with the provisions Article XI of the Indenture, unconditionally and jointly and severally Guaranteeseverally, irrevocably and unconditionally guarantees on a senior basis, in accordance with Section 10.1 of the Indenture, subordinated unsecured basis to each Holder of Securities a Note authenticated and to delivered by the Trustee and its successors and assigns, assigns that, in accordance with the terms of the Indenture and the Securities : (i) (A) the principal of, Accreted Value of and premium, if any, and interest Interest (and Liquidated Damages, if any) on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, (B) Interest on overdue Accreted Value of and premium, if any, and (to the extent permitted by law) Interest on any Interest, if any (and Liquidated Damages, if any) on the Notes shall be null promptly paid in full and void, with respect to any Guarantor who, pursuant to Article 10 (C) all other Obligations of the IndentureIssuers to the Holders or the Trustee under the Notes, is released from its Guaranteesthe Indenture and the Registration Rights Agreement (including fees, expenses or whose Guarantees otherwise cease to otherwise) shall be applicable pursuant to duly and punctually paid in full when due and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be duly and punctually paid in full when due and performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control Offer, an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 11.6 the Indenture. When a successor Guarantor assumes all the obligations of its predecessor Guarantor under the Notes and the Indenture, the predecessor Guarantor may be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, each of the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, shall irrevocably and unconditionally and jointly and severally Guaranteeguarantee, on a senior basis, in accordance with Section 10.1 Article XI of the Indenture, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities : (ia) the principal of, and premium, if any, and interest on the Security Notes will be paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iiib) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security under the Notes will be promptly paid in fullfull or performed, all in accordance with the terms of the Indenture and this Securitythe Notes; and (ivc) in the case of any extension of time of payment or renewal of this Security any Notes or any of such other obligations, they the same will be promptly paid in full when due or performed in accordance with the terms of such the extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 XI of the Indenture, is released from its Guarantees, Guarantee or whose Guarantees Guarantee otherwise cease ceases to be applicable pursuant to the terms of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, each of the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, shall irrevocably and unconditionally and jointly and severally Guarantee, on a senior basisguarantee, in accordance with Section 10.1 Article XI of the Indenture, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities : (ia) the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Security Notes will be paid on a senior basis in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iiib) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security under the Notes will be promptly paid in fullfull or performed, all in accordance with the terms of the Indenture and this Securitythe Notes; and (ivc) in the case of any extension of time of payment or renewal of this Security any Notes or any of such other obligations, they the same will be promptly paid in full when due or performed in accordance with the terms of such the extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, When a successor assumes all the obligations of its predecessor under the Notes and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 of the Indenture, is the predecessor will be released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.those obligations. ------------------

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting extent permitted by law, each of the Guarantors from time to time, in accordance with the provisions Article X of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indentureguarantees, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: By its execution hereof, in accordance with the terms each of the Indenture Guarantors acknowledges and agrees that it receives substantial benefits from the Securities Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of Article X of the Indenture, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will be promptly paid in full, all in accordance with the terms of the Indenture and this Security; and (iv) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Maturity Date, as so extendedmaturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease to apply, and interest on overdue principal, premium, if any, Liquidated Damages, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be null promptly paid in full or performed, all in accordance with the terms hereof; and void(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the 6 To be included only on Transfer Restricted Notes. same shall be promptly paid in full when due or performed in accordance with respect to any Guarantor who, pursuant to Article 10 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 of the Indenture (collectively, the “Guarantee Obligations”). When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor may be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, each of Holdings and the Persons constituting Guarantors from time to time, in accordance with the provisions of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basisguarantee, in accordance with Section 10.1 11.1 of the Indenture, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that, in accordance with the terms of the Indenture and the Securities : (ia) the principal of, and premium, if any, Liquidated Damages, if any, and interest on the Security Notes will be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Datematurity, by acceleration, call for redemption acceleration or otherwise; , and interest on overdue principal of, and premium, if any, Liquidated Damages, if any and (iito the extent permitted by law) interest on any interest, if any, on the purchase price for all Securities properly Notes and timely tendered for acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in accordance with the provisions of the Indenture, paid in full; (iii) all other payment obligations of the Company to the Holders or the Trustee hereunder or under the Indenture Notes (including fees, expenses or this Security other) will be promptly paid in fullfull or performed, all in accordance with the terms of the Indenture and this Securityhereof; and (ivb) in the case of any extension of time of payment or renewal of this Security any Notes or any of such other obligations, they the same will be promptly paid in full when due or performed in accordance with the terms of such the extension or renewal, whether at the Maturity Date, as so extendedstated maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees guarantees are subordinated in right of payment to the prior payment in full of all Obligations in respect of Guarantor Senior Indebtedness as set forth in Article 10 of the Indenture and shall cease to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 11 of the Indenture, is released from its Guarantees, Guaranty or whose Guarantees Guaranty otherwise cease ceases to be applicable pursuant to the terms of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

NOTATION OF GUARANTEE. As more fully set forth more fully in the Indenture, to the Persons constituting extent permitted by law, each of the Guarantors from time to time, in accordance with the provisions Article X of the Indenture, unconditionally and jointly and severally Guarantee, on a senior basis, in accordance with Section 10.1 of the Indentureguarantees, to each Holder of Securities a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: By its execution of its Guarantee, in accordance with the terms each of the Indenture Guarantors acknowledges and agrees that it receives substantial benefits from the Securities Company and that such party is providing its Guarantee for _________________________ /7/ To be included only on Transfer Restricted Notes. good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of Article X of the Indenture, each Guarantor, jointly and severally, unconditionally guarantees on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of, interest, premium, if any, and interest Liquidated Damages, if any, on the Security will Notes shall be duly and punctually paid in full when due, whether at the Maturity Date or Interest Payment Datematurity, by acceleration, call for redemption or otherwise; (ii) the purchase price for all Securities properly and timely tendered for acceptance in response to redemption, upon an Excess Cash Flow Offer, a Change of Control Offer or a Senior Offer, an Asset Sale Offer will be timelyor otherwise, or otherwise in accordance with and interest on overdue principal, premium, if any, Liquidated Damages, if any, and (to the provisions of extent permitted by law) interest on any interest, if any, on the Indenture, paid in full; (iii) Notes and all other payment obligations of the Company to the Holders or the Trustee under the Indenture or this Security will under the Notes (including fees, expenses or other) shall be promptly paid in fullfull or performed, all in accordance with the terms of the Indenture and this SecurityIndenture; and (ivii) in the case of any extension of time of payment or renewal of this Security any Notes or any of such other obligations, they will the same shall be promptly paid in full when due or performed in accordance with the terms of such the extension or renewal, whether at the Maturity Date, as so extendedstated maturity, by acceleration, call for redemption, upon an Excess Cash Flow Offer, a Change of Control OfferControl, upon a Senior an Asset Sale Offer or otherwise. Such Guarantees shall cease , subject, however, in the case of clauses (i) and (ii) above, to apply, and shall be null and void, with respect to any Guarantor who, pursuant to Article 10 the limitations set forth in Section 10.8 of the Indenture. When a successor assumes all the obligations of its predecessor under the Notes and the Indenture, is the predecessor may be released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenturethose obligations.