Common use of Security Guarantees Clause in Contracts

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly and severally with each other Security Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the obligations (such guaranteed obligations, the “Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees. Unless terminated hereunder, each such Security Guarantor further agrees (to the extent permitted by law) that such obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound by the provisions of this Article XI, to the extent otherwise applicable, notwithstanding any extension or renewal of any such obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security Guarantee. (b) Each Security Guarantor waives presentation to, demand of payment from and protest to the Company of any of the obligations under such Securities or this Indenture and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreement. The obligations of each Security Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the 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 Securities of such series or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the obligations under the Securities or this Indenture; (v) the failure of any Holder to exercise any right or remedy against the other Security Guarantors with respect to the Securities of such series; or (vi) any change in the ownership of the Company. (c) Each Security Guarantor further agrees that its Security 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 under such Securities. (d) The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the obligations under the Securities or this Indenture. Without limiting the generality of the foregoing, the obligations of each Security 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 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 under the Securities or this Indenture, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security Guarantor or would otherwise operate as a discharge of such Security Guarantor as a matter of law or equity. (e) Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Security Guarantor by virtue hereof, upon the failure of the Company to pay any of the Company’s obligations with respect to the Securities of such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Security Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such obligations then due and owing; and (ii) accrued and unpaid interest on such obligations under the Securities and this Indenture then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) Each Security Guarantor further agrees that, as between such Security Guarantor on the one hand, and the Holders, on the other hand: (i) the maturity of the obligations with respect to Securities of such series guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and (ii) in the event of any such declaration of acceleration of such obligations, such obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guarantee.

Security Guarantees. (a) Each Security Guarantor hereby fully unconditionally and unconditionally guarantees, jointly and severally with each other Security Guarantor, irrevocably guarantees to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations (such guaranteed obligations, the “Guaranteed Obligations”) of the Company under this Indenture and the Securities of any series that are subject to Security Guarantees(all the foregoing being hereinafter collectively called the "Guarantee Obligations"). Unless terminated hereunder, each such Each Security Guarantor further agrees (to that the extent permitted by law) that such obligations Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, such Security Guarantor and that it shall such Security Guarantor will remain bound by the provisions of under this Article XI, to the extent otherwise applicable, Seventeen notwithstanding any extension or renewal of any such obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security GuaranteeGuarantee Obligation. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the obligations under such Securities or this Indenture Guarantee Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guarantee Obligations. The obligations of each Security Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any thereof; , (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guarantee Obligations or this Indentureany of them; (ve) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the other Security Guarantors with respect to the Securities of such seriesGuarantee Obligations; or (vif) any change in the ownership of the Companyany Security Guarantor. (c) Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment 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 obligations under such SecuritiesGuarantee Obligations. (d) The obligations Except as otherwise set forth herein, the Guarantee Obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guarantee Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations Guarantee Obligations of each Security 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 wilful or otherwise, in the performance of the obligations under the Securities or this IndentureGuarantee Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such each Security Guarantor or would otherwise operate as a discharge of such Security Guarantor as a matter of law or equity. (e) Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Security Guarantor by virtue hereof, upon the failure of the Company to pay any of the Company’s obligations with respect to the Securities of such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Security Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such obligations then due and owing; and (ii) accrued and unpaid interest on such obligations under the Securities and this Indenture then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) Each Security Guarantor further agrees that, as between such Security Guarantor on the one hand, and the Holders, on the other hand: (i) the maturity of the obligations with respect to Securities of such series guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and (ii) in the event of any such declaration of acceleration of such obligations, such obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guarantee.

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly and severally with each other Security Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, Notwithstanding any provision of the obligations (such guaranteed obligations, the “Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees. Unless terminated hereunder, each such Security Guarantor further agrees (this Article 10 to the extent permitted by law) that such obligations may be extended or renewedcontrary, in whole or in part, without notice or further assent from it, and that it shall remain bound by the provisions of this Article XI10 will be applicable only to, and inure solely to the extent otherwise applicablebenefit of, notwithstanding any extension or renewal the Securities of any such obligation. Each Security Guarantor hereby agrees Series designated, pursuant to paySection 2.02(x), in addition as entitled to the amounts stated above, any benefits of the Security Guarantee of each Guarantor identified in such designation and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security Guaranteethat has executed a Notation of Guarantee with respect to such Series. (b) Each Security Guarantor waives presentation toSubject to this Article 10, demand each of payment from the Guarantors hereby, jointly and protest severally, unconditionally guarantees to the Company Holders of any each Series of Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the obligations under such Securities or this Indenture validity and also waives notice enforceability of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreement. The obligations of each Security Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement the obligations of the Company hereunder or thereunder, that: (1) the principal of and interest, if any, on the Securities of such Series will be promptly paid in full when due, at Maturity or otherwise, and interest on the overdue principal of and interest on such Securities, 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 (ii2) in case of any extension of time of payment or renewal of any thereof; (iii) such Securities or any rescissionof such other obligations, waiverthat same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, amendment at Maturity or modification otherwise. Failing payment when due of any of the terms amount so guaranteed or provisions of this Indentureany performance so guaranteed for whatever reason, the Securities of such series or any other agreement; (iv) Guarantors will be jointly and severally obligated to pay the release of any security held by any Holder or the Trustee for the obligations under the Securities or this Indenture; (v) the failure of any Holder to exercise any right or remedy against the other Security Guarantors with respect to the Securities of such series; or (vi) any change in the ownership of the Company. (c) same immediately. Each Security Guarantor further agrees that its Security Guarantee herein constitutes this is 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 under such Securities. (dc) The Guarantors hereby agree that their obligations of each Security Guarantor hereunder shall not be subject to any reductionare unconditional, limitation, impairment or termination for any reason (other than payment irrespective of the obligations under the Securities in full)validity, including any claim regularity or enforceability of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the obligations under the Securities or this Indenture. Without limiting the generality of the foregoing, the obligations of each Security 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 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 under the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any other act Holder of the Securities with respect to any provisions hereof or thing thereof, the recovery of any judgment against the Company, any action to enforce the same or omission or delay to do any other act circumstance which might otherwise constitute a legal or thing which may equitable discharge or might defense of a Guarantor. Each 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 manner right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Security Guarantee will not be discharged except by complete performance of the obligations contained in the Securities and this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent vary the risk of such Security Guarantor or would otherwise operate as a discharge of such Security Guarantor as a matter of law or equitytheretofore discharged, will be reinstated in full force and effect. (e) Each Security Guarantor further agrees that its Security Guarantee herein shall continue it will not be entitled to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, right of principal of or interest on any of the Company’s obligations with respect to the Securities of such series is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not subrogation in limitation of any other right which the Trustee or any Holder has at law or in equity against each Security Guarantor by virtue hereof, upon the failure of the Company to pay any of the Company’s obligations with respect to the Securities of such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Security Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, relation to the Holders an amount equal to the sum of: (i) the unpaid amount in respect of such any obligations then due and owing; and (ii) accrued and unpaid interest on such guaranteed hereby until payment in full of all obligations under the Securities and this Indenture then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) guaranteed hereby. Each Security Guarantor further agrees that, as between such Security Guarantor the Guarantors, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (i1) the maturity Maturity of the obligations with respect to Securities of such series guaranteed hereby may be accelerated as provided in this Indenture Article 6 hereof for the purposes of its this Security Guarantee hereinGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and the obligations guaranteed hereby, and (ii2) in the event of any such declaration of acceleration of such obligationsobligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by such Security Guarantor the Guarantors for the purposes purpose of this Security Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Security Guarantees. (a) Each Security Guarantor hereby fully unconditionally and unconditionally guarantees, jointly and severally with each other Security Guarantor, irrevocably guarantees to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations (such guaranteed obligations, the “Guaranteed Obligations”) of the Company under this Indenture and the Securities of any series that are subject to Security Guaranteeswhich this Article Seventeen is made applicable (all the foregoing being hereinafter collectively called the "Guarantee Obligations"). Unless terminated hereunder, each such Each Security Guarantor further agrees (to that the extent permitted by law) that such obligations Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, such Security Guarantor and that it shall such Security Guarantor will remain bound by the provisions of under this Article XI, to the extent otherwise applicable, Seventeen notwithstanding any extension or renewal of any such obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security GuaranteeGuarantee Obligation. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the obligations under such Securities or this Indenture Guarantee Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guarantee Obligations. The obligations of each Security Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any thereof; , (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guarantee Obligations or this Indentureany of them; (ve) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the other Security Guarantors with respect to the Securities of such seriesGuarantee Obligations; or (vif) any change in the ownership of the Companyany Security Guarantor. (c) Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment 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 obligations under such SecuritiesGuarantee Obligations. (d) The obligations Except as otherwise set forth herein, the Guarantee Obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guarantee Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations Guarantee Obligations of each Security 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 under the Securities or this IndentureGuarantee Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such each Security Guarantor or would otherwise operate as a discharge of such Security Guarantor as a matter of law or equity. (e) Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Security Guarantor by virtue hereof, upon the failure of the Company to pay any of the Company’s obligations with respect to the Securities of such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Security Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such obligations then due and owing; and (ii) accrued and unpaid interest on such obligations under the Securities and this Indenture then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) Each Security Guarantor further agrees that, as between such Security Guarantor on the one hand, and the Holders, on the other hand: (i) the maturity of the obligations with respect to Securities of such series guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and (ii) in the event of any such declaration of acceleration of such obligations, such obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guarantee.

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly and severally with each other Security Guarantorunconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee, Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities and (such guaranteed obligationsii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for expenses, indemnification or otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees). Unless terminated hereunder, each such Security Each Guarantor further agrees (to that the extent permitted by law) that such obligations Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it each such Guarantor shall remain bound by the provisions of under this Article XI, to the extent otherwise applicable, 11 notwithstanding any extension or renewal of any such obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security GuaranteeGuaranteed Obligation. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company Issuer of any of the obligations under such Securities or this Indenture Guaranteed Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guaranteed Obligations. The obligations of each Security 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 Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereofGuaranteed Obligations; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guaranteed Obligations or this Indentureany of them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the other Security Guarantors with respect to the Securities of such seriesGuaranteed Obligations; or (vi) any change in the ownership of the Companysuch Guarantor, except as provided in Section 11.02(b). (c) Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee Guarantee of payment 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 obligations under such Securities. (d) Guaranteed Obligations. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guaranteed Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations of each Security 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 under the Securities or this IndentureGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security any Guarantor or would otherwise operate as a discharge of such Security any Guarantor as a matter of law or equity. (ed) Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company Issuer or otherwise. (fe) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Security any Guarantor by virtue hereof, upon the failure of the Company Issuer to pay the principal of or premium, if any, or interest on any of the Company’s obligations with respect to the Securities of such series Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Security Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest or premium, if any, on such obligations under the Securities and this Indenture then due and owing Guaranteed Obligations (but only to the extent not prohibited by law); provided, that any delay by ) and (iii) all other monetary Guaranteed Obligations of the Trustee in giving such written demand shall in no event affect any Security Guarantor’s obligations under its Security GuaranteeIssuer to the Holders and the Trustee. (gf) Each Security Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between such Security Guarantor it, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the obligations with respect to Securities of such series Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article 6 for the purposes of its any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any such declaration of acceleration of such obligationsGuaranteed Obligations as provided in Article 6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guaranteethis Section. (g) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly and severally with each other Security Guarantorunconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (such guaranteed obligationsb) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the “Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees"). Unless terminated hereunder, each such Security Each Guarantor further agrees (to that the extent permitted by law) that such obligations Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it each such Guarantor shall remain bound by the provisions of under this Article XI, to the extent otherwise applicable, XI notwithstanding any extension or renewal of any such obligationGuaranteed Obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security Guarantee. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the obligations under such Securities or this Indenture Guaranteed Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any thereofGuaranteed Obligations; (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guaranteed Obligations or this Indentureany of them; (ve) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the other Security Guarantors with respect to the Securities of such seriesGuaranteed Obligations; or (vif) any change in the ownership of the Company. (c) such Guarantor, except as provided in Section 11.02(b). Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee Guarantee of payment 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 obligations under such Securities. (d) Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guaranteed Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations of each Security 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 under the Securities or this IndentureGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security any Guarantor or would otherwise operate as a discharge of such Security any Guarantor as a matter of law or equity. (e) . Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Security any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any of the Company’s obligations with respect to the Securities of such series Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Security Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest interest, premium and Liquidated Damages, if any, on such obligations under the Securities and this Indenture then due and owing Guaranteed Obligations (but only to the extent not prohibited by law); provided, ) and (iii) all other 105 monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any delay by right of subrogation in relation to the Trustee Holders in giving such written demand shall respect of any Guaranteed Obligations guaranteed hereby until payment in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) full of all Guaranteed Obligations. Each Security Guarantor further agrees that, as between such Security Guarantor it, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the obligations with respect to Securities of such series Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any such declaration of acceleration of such obligationsGuaranteed Obligations as provided in Article VI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guaranteethis Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section.

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly and ------------------- severally with each other Security Guarantorunconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (such guaranteed obligationsb) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the “Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees"). Unless terminated hereunder, each such Security Each Guarantor further agrees (to that the extent permitted by law) that such obligations Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it each such Guarantor shall remain bound by the provisions of under this Article XI, to the extent otherwise applicable, XI notwithstanding any extension or renewal of any such obligationGuaranteed Obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security Guarantee. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the obligations under such Securities or this Indenture Guaranteed Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any thereofGuaranteed Obligations; (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guaranteed Obligations or this Indentureany of them; (ve) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the other Security Guarantors with respect to the Securities of such seriesGuaranteed Obligations; or (vif) any change in the ownership of the Company. (c) such Guarantor, except as provided in Section 11.02(b). Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee Guarantee of payment 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 obligations under such Securities. (d) Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guaranteed Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations of each Security 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 under the Securities or this IndentureGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security any Guarantor or would otherwise operate as a discharge of such Security any Guarantor as a matter of law or equity. (e) . Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Security any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any of the Company’s obligations with respect to the Securities of such series Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Security Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest interest, premium and Liquidated Damages, if any, on such obligations under the Securities and this Indenture then due and owing Guaranteed Obligations (but only to the extent not prohibited by law); provided, ) and (iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any delay by right of subrogation in relation to the Trustee Holders in giving such written demand shall respect of any Guaranteed Obligations guaranteed hereby until payment in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) full of all Guaranteed Obligations. Each Security Guarantor further agrees that, as between such Security Guarantor it, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the obligations with respect to Securities of such series Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any such declaration of acceleration of such obligationsGuaranteed Obligations as provided in Article VI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guaranteethis Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section.

Security Guarantees. (a) Each Security Guarantor hereby The Guarantors shall fully and unconditionally guaranteesguarantee, jointly on an unsecured, senior, joint and severally with each other Security Guarantorseveral basis, to each Holder of such Securities and to the TrusteeTrustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, on, and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, all other monetary obligations of the Issuer under this Indenture and such Securities (including obligations to the Trustee) with respect to each Security authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (such guaranteed obligations, all the foregoing being hereinafter collectively called the “Guaranteed Obligations”) of ). The Guarantors further agree that the Securities of any series that are subject to Security Guarantees. Unless terminated hereunder, each such Security Guarantor further agrees (to the extent permitted by law) that such obligations Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, the Guarantors and that it the Guarantors shall remain bound by the provisions of under this Article XI, to the extent otherwise applicable, Fifteen notwithstanding any extension or renewal of any Obligation. All payments under such obligationSecurity Guarantee will be made in the currency of the applicable Securities. Each The Guarantors hereby agree that their obligations hereunder shall be as if they were principal debtor and not merely surety, unaffected by, and irrespective of, any validity, irregularity or unenforceability of any such Security Guarantor hereby agrees or this Indenture, any failure to payenforce the provisions of any such Security or this Indenture, in addition any waiver, modification or indulgence granted to the amounts stated aboveIssuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of any such Security or the interest rate thereon or change the currency of payment with respect to any such Security, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Security Guarantee (including, for the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Security prior to recourse against the Guarantors or their assets), protest or notice with respect to any Security or the Debt evidenced thereby and all demands whatsoever, and covenants that the Security Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 1504. If at any time any payment of principal of, premium, if any, or interest, if any, on such Security is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. The Guarantors also agree to pay any and all costs and expenses (including reasonable counsel fees and expensesattorneys’ fees) incurred by the Trustee or the Holders any Holder in enforcing or exercising any rights under any Security GuaranteeSection 1502. (b) Each Security Guarantor waives presentation to, demand of payment from and protest to the Company of any of the obligations under such Securities or this Indenture and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreement. The obligations of each Security Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the 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 Securities of such series or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the obligations under the Securities or this Indenture; (v) the failure of any Holder to exercise any right or remedy against the other Security Guarantors with respect to the Securities of such series; or (vi) any change in the ownership of the Company. (c) Each Security Guarantor further agrees that its Security 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 under such Securities. (d) The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the obligations under the Securities or this Indenture. Without limiting the generality of the foregoing, the obligations of each Security 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 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 under the Securities or this Indenture, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security Guarantor or would otherwise operate as a discharge of such Security Guarantor as a matter of law or equity. (e) Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which the Trustee or any Holder has at law or in equity against each Security Guarantor by virtue hereof, upon the failure of the Company to pay any of the Company’s obligations with respect to the Securities of such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Security Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of: (i) the unpaid amount of such obligations then due and owing; and (ii) accrued and unpaid interest on such obligations under the Securities and this Indenture then due and owing (but only to the extent not prohibited by law); provided, that any delay by the Trustee in giving such written demand shall in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) Each Security Guarantor further agrees that, as between such Security Guarantor on the one hand, and the Holders, on the other hand: (i) the maturity of the obligations with respect to Securities of such series guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and (ii) in the event of any such declaration of acceleration of such obligations, such obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guarantee.

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly ------------------- and severally with each other Security Guarantorunconditionally and irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (such guaranteed obligationsb) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the “Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees"). Unless terminated hereunder, each such Security Each Guarantor further agrees (to that the extent permitted by law) that such obligations Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it each such Guarantor shall remain bound by the provisions of under this Article XI, to the extent otherwise applicable, XI notwithstanding any extension or renewal of any such obligationGuaranteed Obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security Guarantee. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the obligations under such Securities or this Indenture Guaranteed Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any thereofGuaranteed Obligations; (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guaranteed Obligations or this Indentureany of them; (ve) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the other Security Guarantors with respect to the Securities of such seriesGuaranteed Obligations; or (vif) any change in the ownership of the Company. (c) such Guarantor, except as provided in Section 11.02(b). Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee Guarantee of payment 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 obligations under such Securities. (d) Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guaranteed Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations of each Security 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 under the Securities or this IndentureGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security any Guarantor or would otherwise operate as a discharge of such Security any Guarantor as a matter of law or equity. (e) . Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Security any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any of the Company’s obligations with respect to the Securities of such series Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Security Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest interest, premium and Liquidated Damages, if any, on such obligations under the Securities and this Indenture then due and owing Guaranteed Obligations (but only to the extent not prohibited by law); provided, ) and (iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any delay by right of subrogation in relation to the Trustee Holders in giving such written demand shall respect of any Guaranteed Obligations guaranteed hereby until payment in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) full of all Guaranteed Obligations. Each Security Guarantor further agrees that, as between such Security Guarantor it, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the obligations with respect to Securities of such series Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any such declaration of acceleration of such obligationsGuaranteed Obligations as provided in Article VI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guaranteethis Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section.

Security Guarantees. (a) Each Security Guarantor hereby fully and unconditionally guarantees, jointly and severally with each other Security Guarantorunconditionally and ------------------- irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee, Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest and Liquidated Damages, if any, on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (such guaranteed obligationsb) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or otherwise under this Indenture and the “Securities (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations”) of the Securities of any series that are subject to Security Guarantees"). Unless terminated hereunder, each such Security Each Guarantor further agrees (to that the extent permitted by law) that such obligations Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from iteach such Guarantor, and that it each such Guarantor shall remain bound by the provisions of under this Article XI, to the extent otherwise applicable, XI notwithstanding any extension or renewal of any such obligationGuaranteed Obligation. Each Security Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Security Guarantee. (b) Each Security Guarantor waives presentation to, demand of of, payment from and protest to the Company of any of the obligations under such Securities or this Indenture Guaranteed Obligations and also waives notice of protest for nonpayment. Each Security Guarantor waives notice of any default under this Indenture, the Securities of such series or any other agreementthe Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be affected by (ia) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (iib) any extension or renewal of any thereofGuaranteed Obligations; (iiic) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities of such series or any other agreement; (ivd) the release of any security held by any Holder or the Trustee for the obligations under the Securities Guaranteed Obligations or this Indentureany of them; (ve) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the other Security Guarantors with respect to the Securities of such seriesGuaranteed Obligations; or (vif) any change in the ownership of the Company. (c) such Guarantor, except as provided in Section 11.02(b). Each Security Guarantor further agrees that its Security Guarantee herein constitutes a guarantee Guarantee of payment 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 obligations under such Securities. (d) Guaranteed Obligations. The obligations of each Security Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the obligations under the Securities in full)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 obligations under the Securities Guaranteed Obligations or this Indentureotherwise. Without limiting the generality of the foregoing, the obligations of each Security 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 under the Securities or this IndentureGuaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Security any Guarantor or would otherwise operate as a discharge of such Security any Guarantor as a matter of law or equity. (e) . Each Security Guarantor further agrees that its Security 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 Company’s obligations with respect to the Securities of such series Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (f) . In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee or any Holder has at law or in equity against each Security any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any of the Company’s obligations with respect to the Securities of such series Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Security Guarantor hereby promises to and willshall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of: of (i) the unpaid principal amount of such obligations then due and owing; and Guaranteed Obligations, (ii) accrued and unpaid interest interest, premium and Liquidated Damages, if any, on such obligations under the Securities and this Indenture then due and owing Guaranteed Obligations (but only to the extent not prohibited by law); provided, ) and (iii) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any delay by right of subrogation in relation to the Trustee Holders in giving such written demand shall respect of any Guaranteed Obligations guaranteed hereby until payment in no event affect any Security Guarantor’s obligations under its Security Guarantee. (g) full of all Guaranteed Obligations. Each Security Guarantor further agrees that, as between such Security Guarantor it, on the one hand, and the HoldersHolders and the Trustee, on the other hand: , (ix) the maturity of the obligations with respect to Securities of such series Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture Article VI for the purposes of its any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of such obligations; and the Guaranteed Obligations guaranteed hereby, and (iiy) in the event of any such declaration of acceleration of such obligationsGuaranteed Obligations as provided in Article VI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Security Guarantor for the purposes of such Security Guaranteethis Section. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) Incurred by the Trustee or any Holder in enforcing any rights under this Section.