Common use of Senior Guarantee Clause in Contracts

Senior Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, -94- 103 if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants, that this Senior Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) except by complete performance of the obligations contained in such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee. Each of the Guarantors hereby -95- 104 agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security, whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Guarantee or Security or of the Indenture shall alter or impair the Senior Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the Allied Subsidiary Guarantee is issued against the Subsidiary Guarantors in respect of any amounts paid by it on account of the Subsidiary Guarantees pursuant to the provisions of the Allied Subsidiary Guarantee; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. Each Senior Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of -96- 105 creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Guarantees. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Guarantee.

Senior Guarantee. Each Subject to the provisions of Allied and this Article 12, the Subsidiary Guarantors Guarantor hereby jointly and severally unconditionally guarantees on a senior basis to each Holder Securityholder of a Security Securities authenticated and delivered by the Trustee, Trustee and to the Trustee on behalf and its successors and assigns, irrespective of such Holderthe validity and enforceability of this Indenture, the due and punctual payment Securities or the Obligations of the Company to the Securityholders or the Trustee hereunder or under the Securities, that: (a) the principal of (of, and premium, -94- 103 if any) , and interest on such Security the Securities will be duly and punctually paid in full when and as the same shall become due and payabledue, whether at the Stated Maturity or maturity, by acceleration, call for redemption, purchase acceleration or otherwise, and interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Securities and all other amounts and Obligations of the Company to the Securityholders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of this Indenture. In case any amount so guaranteed or failing performance of the failure any other Obligation of the Company punctually to make any such paymentthe Securityholders, each of Allied and for whatever reason, the Subsidiary Guarantors hereby jointly and severally agrees Guarantor 123 131 will be obligated to pay, or to perform or to cause such payment to be made punctually when and as the performance of, the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Companyimmediately. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security the Securities or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee Securityholder with respect to any provisions thereof provision hereof or of this Indenturethereof, the obtaining recovery of any judgment against the Company (or with respect to the Allied Subsidiary GuaranteeCompany, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each of the Guarantors The Guarantor hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (orCompany, with respect to the Allied Subsidiary Guaranteeprotest, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, whatsoever and covenants, covenants that this Senior its Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on the Securities or as provided in Section 12.02 or Section 8.01 (subject, in the case of Section 8.01, to reinstatement pursuant to Section 8.06). If any Securityholder or the Trustee is required by any court or otherwise to return to the Company or any Custodian, trustee, liquidator or other similar official acting in relation to the Company any amount paid by any such entity to the Trustee or such Securityholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Securityholders in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) except by complete performance Obligations guaranteed hereby until payment in full of the obligations contained in such Security (orprincipal of, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee. Each of the Guarantors hereby -95- 104 agrees that, in the event of a default in payment of principal (or premium, if any) or , and interest on any Security, whether at its Stated Maturity the Securities or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by satisfaction of the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary GuaranteesSection 8.01(a) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Guarantee or Security or of the Indenture shall alter or impair the Senior Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the Allied Subsidiary Guarantee is issued against the Subsidiary Guarantors in respect of any amounts paid by it on account of the Subsidiary Guarantees pursuant to the provisions of the Allied Subsidiary Guarantee8.02; provided, however, that, anything in this Indenture or in the Intercompany Note to the contrary notwithstanding, any payment made by the Guarantor pursuant to this Article 12 shall automatically reduce the outstanding principal amount of the Intercompany Note by an amount equal to the amount of such payment, provided that no Guarantor such obligation under the Intercompany Note shall be entitled reinstated to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. Each Senior Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of -96- 105 creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary Securityholder or the Trustee is required by any court or otherwise to return to the Guarantor shall be required or any Custodian, trustee, liquidator or other similar official acting in relation to pay the Guarantor any amounts amount paid by any such entity to the Trustee or such Securityholder. The Guarantor agrees that, as between it, on account the one hand, and the Securityholders and the Trustee, on the other hand, (x) the maturity of the Securities pursuant to its Senior Guarantee Obligations guaranteed hereby may be accelerated as provided in excess Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities Obligations guaranteed hereby, and (iiy) an amount calculated in the event of any acceleration of such Obligations as the product of provided in Article 6 hereof, such Obligations (Awhether or not due and payable) the aggregate amount shall forthwith 124 132 become due and payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount purpose of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Guarantees. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Guarantee.

Senior Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, -94- 103 if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a 92 101 security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor)Company, any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor)Company, protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants, that this Senior Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) except by complete performance of the obligations contained in such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee. Each of the Guarantors hereby -95- 104 agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security, whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees)Security, subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees)Securities, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Guarantee or Security or of the Indenture shall alter or impair the Senior Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the Allied Subsidiary Guarantee is issued against the Subsidiary Guarantors in respect of any amounts paid by it on account of the Subsidiary Guarantees pursuant to the provisions of the Allied Subsidiary Guarantee; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such 93 102 right of subrogation until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. Each Senior Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of -96- 105 creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Guarantees. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Guarantee.

Senior Guarantee. Unless otherwise specified as contemplated by Section 3.1, Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and of, premium, -94- 103 if any) , and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each Further, in the case of the failure of any Subsidiary Guarantor punctually to make any payment required of it hereunder, Allied agrees to cause such payment to be made when and as the same shall become due and payable, as if such payment were made by such Subsidiary Guarantor. Unless otherwise specified as contemplated by Section 3.1, each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the -97- 107 Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants, agrees that this Senior Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) except by complete performance of the obligations contained in such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee. Each of the Guarantors hereby -95- 104 agrees that, in the event of a default in payment of principal (or of, premium, if any) , or interest on any SecuritySecurity (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantee), whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors (or, with respect to the Allied Subsidiary Guarantee, against Allied) to enforce its Senior Guarantee without first proceeding against the CompanyCompany (or, with respect to the Allied Subsidiary Guarantee, against any Subsidiary Guarantor). Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, to enforce or exercise the Subsidiary Guarantees), or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Guarantee or Security or of the Indenture shall alter or impair (i) the Senior Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the Allied Subsidiary Guarantee is issued against the Subsidiary Guarantors in respect of any amounts paid by it on account of the Subsidiary Guarantees pursuant to the provisions of the Allied Subsidiary Guarantee; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and of, premium, if any) , and interest on all Securities issued hereunder shall have been paid in full. Each Senior Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of -96- 105 creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company (or, with respect to the Allied Subsidiary Guarantee, the assets of any Subsidiary Guarantor) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantee) is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Guarantees. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Guarantee.

Senior Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and of, premium, -94- 103 if any) , and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Further, in the case of the failure of any Subsidiary Guarantor punctually to make any payment required of it hereunder, Allied agrees to cause such payment to be made when and as the same shall become due and payable, as if such payment were made by such Subsidiary Guarantor. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor), protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants, agrees that this Senior Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) except by complete performance of the obligations contained in such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee. Each of the Guarantors hereby -95- 104 agrees that, in the event of a default in payment of principal (or of, premium, if any) , or interest on any SecuritySecurity (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantee), whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors (or, with respect to the Allied Subsidiary Guarantee, against Allied) to enforce its Senior Guarantee without first proceeding against the CompanyCompany (or, with respect to the Allied Subsidiary Guarantee, against any Subsidiary Guarantor). Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, to enforce or exercise the Subsidiary Guarantees), or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Guarantee or Security or of the Indenture shall alter or impair (i) the Senior Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and of, premium, if any) , and interest on the Security upon which such Senior Guarantee is endorsed, or (ii) the Allied Subsidiary Guarantee, which is absolute and unconditional, of the due and punctual performance by the Subsidiary Guarantors of their obligations under the Subsidiary Guarantees. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantee, on account of the Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the Allied Subsidiary Guarantee is issued against the Subsidiary Guarantors in respect of any amounts paid by it on account of the Subsidiary Guarantees pursuant to the provisions of the Allied Subsidiary Guarantee; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and of, premium, if any) , and interest on all Securities issued hereunder shall have been paid in full. Each Senior Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of -96- 105 creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company (or, with respect to the Allied Subsidiary Guarantee, the assets of any Subsidiary Guarantor) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantee) is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Guarantees. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Guarantee.