Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each The Guarantor does hereby jointly and severally fully and unconditionally guarantees guarantee (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors and assigns, irrespective all payment obligations of the validity and enforceability Issuer on each series of Securities when due, in accordance with the provisions of this Indenture, the Notes or the obligations as provided below. The Guarantor hereby waives notice of acceptance of the Company or any other Note Guarantor to Guarantee and of default of performance by the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if anyIssuer, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder payment under the Guarantee shall be unconditional, irrespective of subject to no condition other than the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense giving of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of written request for payment, filing stating the fact of claims with a court in the event default of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guaranteeperformance. This Note Guarantee is a guarantee of payment and not of collection. If The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (1) any Holder extension, amendment, modification or renewal of a series of Securities; (2) any waiver of any Event of Default, extension of time or failure to enforce any series of Securities; or (3) any extension, moratorium or other relief granted to the Issuer pursuant to any applicable law or statute. The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same place as the Issuer is obligated to make payment. Subject to the provisions of this Article, the Guarantor hereby agrees that: (a) each series of Securities will be paid strictly in accordance with the terms of this Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto; and (b) the liability of the Guarantor to the extent herein set forth shall be absolute, unconditional and irrevocable, not subject to any reduction, limitation, impairment, termination (other than payment in full of the series of Securities), defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor to the extent permitted by law) whether by reason of any court claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, gross negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to return to such series of Securities; (ii) any change in the Company time, manner or to place of payment of, or in any Guarantorother term in respect of, all or any of such series of Securities, or any custodianrescission, trustee, liquidator amendment or other modification or waiver of or consent to any departure from any of the terms or provisions of this Indenture, the Securities or any other agreement relating to any Securities of such series; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of such series of Securities; (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer in respect of such series of Securities; (v) the absence of any action on the part of the Trustee to obtain payment of such series of Securities from the Issuer; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of the Issuer, including, without limitation, rejection of such series of Securities in relation such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any Securities of such series or to exercise any right or remedy against the Guarantor or the Issuer, whether hereunder, under any Securities of such series or any agreement or any indulgence, compromise or extension granted. Notwithstanding anything to the Company contrary in this Guarantee, the Guarantor does not waive any defense that would be available to the Issuer based on a breach, default or such Guarantor, any amount paid misrepresentation by the Company Trustee, or such Guarantor failure of any condition to the Trustee Issuer’s obligations under this Indenture or such Holderthe illegality of any provision of this Indenture. For the avoidance of doubt, the foregoing shall not be deemed to affect or limit the Guarantor’s obligations under Section 6.6 hereof or the Trustee’s rights under this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Notes and Issuer or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount (a) subject to this Article Twelve, and the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes provisions of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Indenture in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payableGuarantee) shall forthwith become due be reinstated and payable by continued in full force and effect as of the Note Guarantor for the purpose of this Guaranteedate such initial payment, reduction or satisfaction occurred.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to be referred to herein as a “Guarantee”), to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: assigns that (ai) the principal of, premium, if any, of and interest on the Notes will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal principal, if any, and (to the extent permitted by law) interest on any interest, if any, on to the extent lawful, of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any of the Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.4. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Holders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the Security Documents or the obligations of the Company or any other Note Guarantor Co-Issuers to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest interest, if any, on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Co-Issuers, in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Co-Issuers to the HoldersHolders under this Indenture, under the Notes or under any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture Indenture, the Notes or the Notes Security Documents shall constitute an event Event of default Default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCo-Issuers. Each Guarantor of the Guarantors hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Security Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCo-Issuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor (other than payment). Each Guarantor To the fullest extent permitted by law and subject to Section 6.06, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCo-Issuers, any right to require a proceeding first against the CompanyCo-Issuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and Indenture, this Note GuaranteeGuarantee and the Security Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company any Co-Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Co-Issuer or such Guarantor, any amount paid by the Company such Co-Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Thirteen, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the other Noteholder Secured Parties and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the other Note Documents or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company Issuer and all other obligations of the other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to the Holders, the Trustee or the Guarantor to the Holders or the Trustee other Noteholder Secured Parties hereunder or thereunder (including feesamounts due the Trustee or the Noteholder Collateral Agent under Section 9.07 or Section 12.11, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedrespectively, hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture, under the Notes or under the other Note Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture Indenture, the Notes or the Notes other Note Documents shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Note Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note GuaranteeGuarantee and the other Note Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee or the Noteholder Collateral Agent is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the TrusteeTrustee and the Noteholder Collateral Agent, on the other hand, (a) subject to this Article TwelveThirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Eight for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Eight hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor hereby identified in such designation and that has executed a Notation of Guarantee with respect to such Series. (b) For value received, each Guarantor hereby, jointly and severally fully severally, fully, unconditionally and unconditionally absolutely guarantees (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity principal of and enforceability interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Issuers, when and as such principal and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, the Notes or the obligations of the Company or any other Note Guarantor subject to the Holders or the Trustee hereunder or thereunder, that: limitations set forth in Section 10.3. (ac) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company guaranteed pursuant to the HoldersGuarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations Each of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Companyeither Issuer or any other Guarantor, or any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorany of the Guarantors. Each Guarantor hereby agrees that, in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuers or any other Guarantor. (d) Each Guarantor hereby (i) waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of either Issuer or any of the CompanyGuarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its Note obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise without notice to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectit. Each Guarantor further agrees that, as between itif at any time all or any part of any payment theretofore applied by any person to the Guarantee is, on or must be, rescinded or returned for any reason whatsoever, including, without limitation, the one handinsolvency, bankruptcy or reorganization of either Issuer or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (e) Each Guarantor shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Issuers in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture; provided, and (b) in however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the event of any acceleration Securities entitled to the Guarantee of such obligations as provided Guarantor and the Guarantee shall have been paid in Article Five hereof, such obligations (whether full or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this each Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note each Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of this Note each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this each Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due to the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, the Subsidiary Guarantees and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Subsidiary Guarantee. This Note Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance (other than payment or performance of the Guarantor’s obligations hereunder) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as against the Issuer or any other Guarantor in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor of the Subsidiary Guarantors hereby unconditionally jointly and severally fully and unconditionally guarantees (such guarantee to be referred to herein as the "Subsidiary Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder under the Indenture or thereunder (including fees, expenses or other) and all other Indenture Obligations the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Subsidiary Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any amount so guaranteedacceleration of such obligations as provided in Article Six, such obligations (whether or failing performance of any other obligation not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediatelySubsidiary Guaranty. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations Each of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note the Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note in the Subsidiary Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such HolderNoteholder, this Note the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further of the Subsidiary Guarantors hereby agrees that, as between itin the event of default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the one handTrustee on behalf of, and or by, the Holders Holder of Notes and the Trusteesuch Notes, on the other hand, (a) subject to the terms and conditions set forth in this Article TwelveIndenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantors agree to pay to the Trustee for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (b) in upon demand therefor, the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Note Guarantor for Trustee or any of the purpose of this GuaranteeHolders.

Unconditional Guarantee. Each The Guarantor does hereby jointly and severally fully and unconditionally guarantees guarantee (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors and assigns, irrespective all payment obligations of the validity and enforceability Issuer due under this Indenture, including without limitation on each series of Securities when due, in accordance with the provisions of this Indenture, the Notes or the obligations as provided below. The Guarantee shall rank equally in right of payment with other unsecured, subordinated indebtedness of the Company or any other Note Guarantor. The Guarantor to hereby waives notice of acceptance of the Holders or Guarantee and of default of performance by the Trustee hereunder or thereunder, that: (a) the principal of, premium, if anyIssuer, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder payment under the Guarantee shall be unconditional, irrespective of subject to no condition other than the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense giving of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of written request for payment, filing stating the fact of claims with a court in the event default of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guaranteeperformance. This Note Guarantee is a guarantee of payment and not of collection. If The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (1) any Holder extension, amendment, modification or renewal of a series of Securities; (2) any waiver of any Event of Default, extension of time or failure to enforce any series of Securities; or (3) any extension, moratorium or other relief granted to the Issuer pursuant to any applicable law or statute. The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same place as the Issuer is obligated to make payment. Subject to the provisions of this Article XIV, the Guarantor hereby agrees that: (a) each series of Securities will be paid strictly in accordance with the terms of this Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto; and (b) the liability of the Guarantor to the extent herein set forth shall be absolute, unconditional and irrevocable, not subject to any reduction, limitation, impairment, termination (other than payment in full of the series of Securities), defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor to the extent permitted by law) whether by reason of any court claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, gross negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to return to such series of Securities; (ii) any change in the Company time, manner or to place of payment of, or in any Guarantorother term in respect of, all or any of such series of Securities, or any custodianrescission, trustee, liquidator amendment or other modification or waiver of or consent to any departure from any of the terms or provisions of this Indenture, the Securities or any other agreement relating to any Securities of such series; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of such series of Securities; (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer in respect of such series of Securities; (v) the absence of any action on the part of the Trustee to obtain payment of such series of Securities from the Issuer; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of the Issuer, including, without limitation, rejection of such series of Securities in relation such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any Securities of such series or to exercise any right or remedy against the Guarantor or the Issuer, whether hereunder, under any Securities of such series or any agreement or any indulgence, compromise or extension granted. Notwithstanding anything to the Company contrary in this Guarantee, the Guarantor does not waive any defense that would be available to the Issuer based on a breach, default or such Guarantor, any amount paid misrepresentation by the Company Trustee, or such Guarantor failure of any condition to the Trustee Issuer’s obligations under this Indenture or such Holder, the illegality of any provision of this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Notes and Issuer or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount (a) subject to this Article Twelve, and the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes provisions of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Indenture in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payableGuarantee) shall forthwith become due be reinstated and payable by continued in full force and effect as of the Note Guarantor for the purpose of this Guaranteedate such initial payment, reduction or satisfaction occurred.

Unconditional Guarantee. Each The Guarantor does hereby jointly and severally fully and unconditionally guarantees guarantee (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors and assigns, irrespective all payment obligations of the validity and enforceability Issuer due under this Indenture, including without limitation on each series of Securities when due, in accordance with the provisions of this Indenture, the Notes or the obligations as provided below. The Guarantee shall rank equally in right of payment with other unsecured, senior indebtedness of the Company or any other Note Guarantor. The Guarantor to hereby waives notice of acceptance of the Holders or Guarantee and of default of performance by the Trustee hereunder or thereunder, that: (a) the principal of, premium, if anyIssuer, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder payment under the Guarantee shall be unconditional, irrespective of subject to no condition other than the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense giving of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of written request for payment, filing stating the fact of claims with a court in the event default of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guaranteeperformance. This Note Guarantee is a guarantee of payment and not of collection. If The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (1) any Holder extension, amendment, modification or renewal of a series of Securities; (2) any waiver of any Event of Default, extension of time or failure to enforce any series of Securities; or (3) any extension, moratorium or other relief granted to the Issuer pursuant to any applicable law or statute. The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same place as the Issuer is obligated to make payment. Subject to the provisions of this Article XIII, the Guarantor hereby agrees that: (a) each series of Securities will be paid strictly in accordance with the terms of this Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto; and (b) the liability of the Guarantor to the extent herein set forth shall be absolute, unconditional and irrevocable, not subject to any reduction, limitation, impairment, termination (other than payment in full of the series of Securities), defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor to the extent permitted by law) whether by reason of any court claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, gross negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to return to such series of Securities; (ii) any change in the Company time, manner or to place of payment of, or in any Guarantorother term in respect of, all or any of such series of Securities, or any custodianrescission, trustee, liquidator amendment or other modification or waiver of or consent to any departure from any of the terms or provisions of this Indenture, the Securities or any other agreement relating to any Securities of such series; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of such series of Securities; (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer in respect of such series of Securities; (v) the absence of any action on the part of the Trustee to obtain payment of such series of Securities from the Issuer; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of the Issuer, including, without limitation, rejection of such series of Securities in relation such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any Securities of such series or to exercise any right or remedy against the Guarantor or the Issuer, whether hereunder, under any Securities of such series or any agreement or any indulgence, compromise or extension granted. Notwithstanding anything to the Company contrary in this Guarantee, the Guarantor does not waive any defense that would be available to the Issuer based on a breach, default or such Guarantor, any amount paid misrepresentation by the Company Trustee, or such Guarantor failure of any condition to the Trustee Issuer’s obligations under this Indenture or such Holder, the illegality of any provision of this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Notes and Issuer or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount (a) subject to this Article Twelve, and the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes provisions of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Indenture in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payableGuarantee) shall forthwith become due be reinstated and payable by continued in full force and effect as of the Note Guarantor for the purpose of this Guaranteedate such initial payment, reduction or satisfaction occurred.

Unconditional Guarantee. Each The Guarantor hereby jointly unconditionally and severally fully irrevocably guarantees, as principal obligor and unconditionally guarantees not only as a surety, to each Holder of the Persons in whose name a Note authenticated and delivered by is registered in the Trustee Security Register for the Notes (the “Holders”) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or Company’s obligations under the obligations Notes, that the due and punctual payment of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, sinking fund payment, if any, premium, if any, and or interest on the Notes will be duly Notes, when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemption, by acceleration redemption or otherwise, shall be duly and interest on the overdue principal and (punctually paid when due according to the extent permitted by law) interestterms of the Indenture and the Notes. In case of the failure of the Company punctually to pay any such principal, sinking fund payment, if any, on the Notes and all other obligations of the Company premium, if any, or interest, the Guarantor to hereby agrees, upon the Holders or receipt of written notice from the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes such failure, to accelerate the obligations cause any such payment to be made within five (5) days of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Companysuch notice. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice (except pursuant to the immediately preceding paragraph) with respect to the Notes, notice and all demands whatsoever whatsoever, and covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Notes and this Note in the Guarantee. This Note Guarantee is a guarantee The Guarantor shall be subrogated to all rights of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to Holders against the Company or to in respect of any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount amounts paid by the Company or such Guarantor pursuant to the Trustee provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Notes then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such Holderright of subrogation until the principal of and interest on all Notes shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, this Note Guaranteeif following any payment of principal or interest by the Company on the Notes to the Holders it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by any such Holder to such trustee in bankruptcy, then and to the extent theretofore dischargedof such repayment, the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each The Guarantor further agrees thathereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened prior to the creation and issuance of this Guarantee and to constitute the same as between itthe legal, on the one hand, valid and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity binding obligation of the obligations guaranteed hereby may be accelerated as provided Guarantor enforceable in Article Five hereof for the purposes of this Note Guaranteeaccordance with its terms, notwithstanding any stay, injunction or other prohibition preventing such acceleration have been done and performed and have happened in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteestrict compliance with applicable laws.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemption▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly Securities when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and (z) the due and punctual payment and performance of all other obligations of the Company and all other obligations of the Company or other Guarantors (including under the Guarantor Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note the Guarantee. This Note The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Casella or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the Company or other Guarantors (including under the Guarantor Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the "GUARANTEE OBLIGATIONS"); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Casella to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCasella. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Subsidiary Guarantee. This Note Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Casella or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or such Guarantor, any amount paid by the Company Casella or such Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Co-Issuers to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interestinterest and Additional Interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Co-Issuers, in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Co-Issuers to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event Event of default Default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCo-Issuers. Each Guarantor of the Guarantors hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCo-Issuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor (other than payment). Each Guarantor To the fullest extent permitted by law and subject to Section 6.06, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCo-Issuers, any right to require a proceeding first against the CompanyCo-Issuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company any Co-Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Co-Issuer or such Guarantor, any amount paid by the Company such Co-Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Issuers to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company Issuers or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 607 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the "Guaranteed Obligations"). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuers to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the CompanyIssuers. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney's fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuers under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Issuers. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated in full force and effect. Each Guarantor further agrees thathave any personal liability under this Guarantee by reason of his, her or its status as between itsuch stockholder, on the one handofficer, and the Holders of Notes and the Trusteedirector, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction employee or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteeincorporator.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors, jointly and severally fully severally, hereby unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Issuer to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, of and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors under the Guarantees in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Indenture and this Note Guarantee(including the Guarantees). This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note GuaranteeSix, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees.

Unconditional Guarantee. Each Guarantor hereby agrees to unconditionally, jointly and severally fully and unconditionally guarantees severally, guarantee to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: that (ai) the principal of, premium, if any, and interest on the Notes Securities will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest, to the Notes extent lawful, of the Securities and all other obligations Obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.03. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note each Subsidiary Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such HolderSecurityholder, this Note Guarantee, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, each Subsidiary Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this its Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantees to be referred to herein as the “Guarantee”) to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to each Holder be referred to herein as the “Guarantee”) to the Holders of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and any interest on the overdue principal and (to the extent permitted by law) interest, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise (collectively, the “Guaranteed Obligations”), subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 6.02. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The obligations of each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice hereunder are separate and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance independent of the obligations contained of the Company and of any other Guarantor, and a separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against the Company or any other Guarantor or whether the Company or any other Guarantor is joined in any action or actions. The obligations of each Guarantor hereunder shall survive and continue in full force and effect until the Notesearlier of (i) such time as such Guarantor may be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, this Indenture and this Note Guarantee. This Note Guarantee or (ii) payment in full of the Guaranteed Obligations is a guarantee of payment and not of collection. If any Holder actually received by the Holders or the Trustee is required by on behalf of the Holders and the period of time has expired during which any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid payment made by the Company or such Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company’s or any other Guarantor’s liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. Each Guarantor agrees that to the extent the Company or any other Guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such Holderpayment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a “Preferential Payment”), then this Note GuaranteeGuarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent theretofore dischargedof such payment or repayment by the Holders or the Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be reinstated revived and continued in full force and effect. Each Guarantor further agrees that, effect as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or if said Preferential Payment had not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteebeen made.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney’s fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated in full force and effect. Each Guarantor further agrees thathave any personal liability under this Guarantee by reason of his, her or its status as between itsuch stockholder, on the one handofficer, and the Holders of Notes and the Trusteedirector, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction employee or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteeincorporator.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors, jointly and severally fully severally, hereby unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Issuer to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, of and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors under the Guarantees in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Indenture and this Note Guarantee(including the Guarantees). This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note GuaranteeSix, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note the Guarantee. This Note The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Guarantor of the Guarantors hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, of and any premium or interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest on the overdue principal, premium and interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other obligations under this Indenture Obligations or the Securities will be promptly duly and punctually paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations under this Indenture Obligationsor the Securities or any change in the time, manner or place of payment of, or in any other term in respect thereof, or waiver of or consent to any departure from any other agreement relating to any obligations under this Indenture or the Securities, the same will be promptly duly and punctually paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, Guarantee and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are expressly hereby waived by the Guarantors) whether by reason of any claim of any character whatsoever, including any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to any Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Securities or other obligations under this Indenture, whether or not a Note Guarantee is affixed to any particular NoteSecurity, any insolvency, bankruptcy, reorganization or dissolution, or any other proceeding of the Company, or any Guarantor, including rejection of any Guarantee in such bankruptcy or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantorthe Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, hand (a) subject to this Article TwelveXIV, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee (such guarantees to be referred to herein as "Guarantees") to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on and Additional Amounts with respect to the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on and Additional Amounts with respect to the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee hereunder) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor The Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor The Guarantors hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveXIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemptionu▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each (a) The Guarantor hereby jointly fully, unconditionally and severally fully irrevocably guarantees (the “Guarantee”), as primary obligor and unconditionally guarantees not merely as surety, to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee and its successors and assignspunctual payment when due, irrespective whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when dueSecurities, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and provisions of this Indenture, as provided below. (b) The Guarantor hereby waives notice of acceptance of the Guarantee and of default of performance by the Company. The Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Securities. (c) The obligations of the Guarantor under the Guarantee shall in case no way be impaired by: (1) any extension, amendment, modification or renewal of the Securities; (2) any waiver of any Event of Default, extension of time of payment or renewal of any Notes or failure to enforce any of such the Securities; or (3) any extension, moratorium or other Indenture Obligationsrelief granted to the Company pursuant to any applicable law or statute. (d) The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the holders, at the same address as the Company is obligated to make payment. (e) Subject to clause (f) below, the same Guarantor hereby agrees that: (1) the Securities will be promptly paid in full when due or performed strictly in accordance with the terms of the extension or renewalthis Indenture, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation regardless of the Company to the Holdersvalue, for whatever reasongenuineness, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities, and of any law, regulation or this Indentureorder now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the trustee with respect thereto; and (2) the liability of the Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from Default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (A) any lack of validity or enforceability of any agreement or instrument relating to the Securities; (B) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Securities; (C) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (D) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company in respect of the Securities; (E) the absence of any action to enforce on the same, any waiver or consent by any Holder part of the Notes with respect Trustee to obtain payment of the Securities from the Company; (F) any provisions hereof insolvency, bankruptcy, reorganization or thereofdissolution, or any release similar proceeding of any other Guarantor, the recovery of any judgment against the Company, including, without limitation, rejection of the Securities in such bankruptcy; or (G) the absence of notice or any delay in any action to enforce any Securities or to exercise any right or remedy against the same, whether Guarantor or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, whether hereunder, under any right Securities or any agreement or any indulgence, compromise or extension granted. (f) Notwithstanding anything to require a proceeding first against the Companycontrary in this Guarantee, protest, notice and all demands whatsoever and covenants the Guarantor does not waive any defense that its Note Guarantee shall not would be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return available to the Company based on a breach, default or to any Guarantormisrepresentation by the Trustee, or failure of any custodian, trustee, liquidator or other similar official acting in relation condition to the Company Company’s obligations under this Indenture or such Guarantor, the illegality of any amount paid by the Company or such Guarantor to the Trustee or such Holder, provision of this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Indenture. (g) The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Notes and Company or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Company or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, (a) subject state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Article TwelveGuarantee and the advances or part thereof which have been paid, the maturity reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guaranteedate such initial payment, notwithstanding reduction or satisfaction occurred. (h) The Guarantor also agrees to pay any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and all reasonable costs and expenses (bincluding reasonable attorneys’ fees) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable incurred by the Note Guarantor for Trustee or the purpose of Holders in enforcing any rights under this GuaranteeArticle.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully severally, and unconditionally irrevocably guarantees (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, by redemption or otherwise and interest on the overdue principal, if any, and interest on any interest of the validity Notes and enforceability of this Indenture, the Notes or the all other obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company subject, however, to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.04 hereof. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note that, subject to Section 10.03 hereof, this Guarantee shall will not be discharged except by complete performance of the obligations of the Company contained in the respective Notes and the Indenture with respect to the respective Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofthe Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby from time to time party hereto jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other monetary obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will monetary obligations shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this the Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees (to the fullest extent permitted by law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note each such Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven and Article Twelve hereof, the maturity of the obligations guaranteed hereby by its Guarantee may be accelerated as provided in Article Five Six hereof for the purposes of this Note its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteetheir Guarantees. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under any Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Guarantor (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 3.01, as entitled to the benefits of the Guarantee of each of the Guarantors. (b) For value received, each of the Guarantors hereby jointly fully, unconditionally and severally fully and unconditionally absolutely guarantees (the “Guarantee”) to each Holder the Holders of a Note authenticated and delivered by the Trustee such series of Debt Securities and to the Trustee the due and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on the Notes will be duly Debt Securities and punctually paid in full all other amounts due and payable under this Indenture and the Debt Securities by the Company, when dueand as such principal, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestpremium, if any, on and interest shall become due and payable, whether at the Notes and all other obligations stated maturity or by declaration of the Company acceleration, call for redemption or the Guarantor otherwise, according to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewalDebt Securities and this Indenture, whether at Stated Maturity, by acceleration or otherwise. subject to the limitations set forth in Section 17.03. (c) Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company guaranteed pursuant to the HoldersGuarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event The Guarantee hereunder is intended to be a general, unsecured, senior obligation of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations each of the Guarantors and will rank pari passu in right of payment with all unsecured debt of such Guarantor hereunder that is not, by its terms, expressly subordinated in the same manner and right of payment to the same extent as the obligations Guarantee. Each of the Company. Each Guarantor Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Notes Debt Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Debt Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCompany or any other Guarantor, or any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 5.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor hereby waives to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) The obligations of each of the Guarantors under this Article shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or any of the Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee Each of the Guarantors further agrees that if at any time all or any part of any payment and not of collection. If any Holder or the Trustee is required theretofore applied by any court Person to the Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or to any Guarantorof the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, shall be reinstated deemed to have continued in full force and effect. Each Guarantor further agrees that, as between it, on the one handexistence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be subrogated to all rights of the Holders of Notes and the Trustee, on Trustee against the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Company in respect of any amounts paid by such Guarantor pursuant to the obligations guaranteed herebyprovisions of this Indenture, and (b) in the event of provided, however, that such Guarantor shall not be entitled to enforce or to receive any acceleration of such obligations as provided in Article Five hereofpayments arising out of, or based upon, such obligations (whether right of subrogation until all of the Debt Securities and the Guarantee shall have been paid in full or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly Securities when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the Company or other Guarantors (including under the Guarantor Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note the Guarantee. This Note The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each (1) For value received, the Additional Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee (including the Notes) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Indenture or the Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities will be duly and punctually promptly paid in full when due, whether at maturityStated Maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor to the Holders of or the Trustee hereunder or thereunder (including fees, expenses or otherothers) and all other Indenture Obligations (collectively, the “Obligations”) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of without notice to such other Indenture ObligationsGuarantor), the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment If the Company shall fail to pay when due of any amount so guaranteeddue, or failing performance of to perform, any other obligation of the Company to the HoldersObligations, for whatever reason, each the Additional Guarantor shall be jointly and severally obligated to paypay in cash, or to perform or cause the performance of, the same immediatelypromptly. An Event of Default under this the Indenture or the Notes shall constitute an event Securities of default under this Guarantee, and a particular series shall entitle the Holders of Notes the Securities of such series to accelerate the obligations Obligations of the Additional Guarantor hereunder in the same manner and to the same extent as the obligations Obligations of the Company. Each . (2) The Additional Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof of the Indenture or thereofthe Securities, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each . (3) The Additional Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes the Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof of the Base Indenture for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five hereofof the Base Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose purposes of this its Guarantee.

Unconditional Guarantee. Each The Guarantor does hereby jointly and severally fully and unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors and assigns, irrespective all Obligations of the validity and enforceability Issuer under this Indenture, including without limitation on each series of Securities when due, in accordance with the provisions of this Indenture, the Notes or the obligations as provided below. The Guarantor hereby waives notice of acceptance of the Company or any other Note Guarantor to Guarantee and of default of performance by the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if anyIssuer, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder payment under the Guarantee shall be unconditional, irrespective of subject to no condition other than the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense giving of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of written request for payment, filing stating the fact of claims with a court in the event default of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guaranteeperformance. This Note Guarantee is a guarantee of payment and not of collection. If The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (1) any Holder extension, amendment, modification or renewal of a series of Securities; (2) any waiver of any Event of Default, extension of time or failure to enforce any series of Securities; or (3) any extension, moratorium or other relief granted to the Issuer pursuant to any applicable law or statute. The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same place as the Issuer is obligated to make payment. Subject to the provisions of this Article X, the Guarantor hereby agrees that: (a) each series of Securities will be paid strictly in accordance with the terms of this Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto; and (b) the liability of the Guarantor to the extent herein set forth shall be absolute, unconditional and irrevocable, not subject to any reduction, limitation, impairment, termination (other than payment in full of the series of Securities or as otherwise expressly provided in this Indenture), defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor to the extent permitted by law) whether by reason of any court claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, gross negligence or otherwise, and without limiting the foregoing, irrespective of: (1) any lack of validity or enforceability of any agreement or instrument relating to return to such series of Securities; (2) any change in the Company time, manner or to place of payment of, or in any Guarantorother term in respect of, all or any of such series of Securities, or any custodianrescission, trustee, liquidator amendment or other modification or waiver of or consent to any departure from any of the terms or provisions of this Indenture, the Securities or any other agreement relating to any Securities of such series; (3) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of such series of Securities; (4) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer in respect of such series of Securities; (5) the absence of any action on the part of the Trustee to obtain payment of such series of Securities from the Issuer; (6) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of the Issuer, including, without limitation, rejection of such series of Securities in relation such bankruptcy; or (7) the absence of notice or any delay in any action to enforce any Securities of such series or to exercise any right or remedy against the Guarantor or the Issuer, whether hereunder, under any Securities of such series or any agreement or any indulgence, compromise or extension granted. Notwithstanding anything to the Company contrary in this Guarantee, the Guarantor does not waive any defense that would be available to the Issuer based on a breach, default or such Guarantor, any amount paid misrepresentation by the Company Trustee, or such Guarantor failure of any condition to the Trustee Issuer’s obligations under this Indenture or such Holder, the illegality of any provision of this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Notes and Issuer or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount (a) subject to this Article Twelve, and the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes provisions of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Indenture in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payableGuarantee) shall forthwith become due be reinstated and payable by continued in full force and effect as of the Note Guarantor for the purpose of this Guaranteedate such initial payment, reduction or satisfaction occurred.

Unconditional Guarantee. Each Guarantor hereby The Additional Guarantors shall execute and deliver to the Trustee the following Guarantee, and shall be jointly and severally fully liable with any other Guarantor for their obligations under such Guarantee. (FORM OF GUARANTEE) (i) the due and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability principal of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when dueNotes, whether at maturity, upon redemption, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; set forth in Article Six of the Supplemental Indenture and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due No past, present or future stockholder, officer, director, employee or incorporator, as such, of any amount so guaranteed, or failing performance of any other obligation of the Company to Guarantors shall have any liability under the HoldersGuarantee by reason of such person's status as stockholder, for whatever reasonofficer, each Guarantor shall be obligated to paydirector, employee or to perform or cause the performance of, the same immediatelyincorporator. An Event Each holder of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, a Note by accepting a Note waives and shall entitle the Holders of Notes to accelerate the obligations releases all such liability. This waiver and release are part of the Guarantor hereunder in consideration for the same manner and to the same extent as the obligations issuance of the CompanyGuarantees. Each Guarantor hereby holder of a Note by accepting a Note agrees that its obligations hereunder any Guarantor named below shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes have no further liability with respect to any provisions hereof or thereof, any release its Guarantee if such Guarantor otherwise ceases to be liable in respect of any other Guarantor, its Guarantee in accordance with the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy terms of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Supplemental Indenture. The Guarantee shall not be discharged except by complete performance valid or obligatory for any purpose until the certificate of authentication on the obligations contained in Securities upon which the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or noted shall have been executed by the Trustee is required by any court or otherwise to return to under the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid Supplemental Indenture by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the manual signature of one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteeits authorized officers.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemption, upon repurchase at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security authenticated and --------- delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise other- wise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurities, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveFourteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or and all other obligations of the Guarantor other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to each Holder be referred to herein as the “Guarantee”) to the Holders of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and any interest on the overdue principal and (to the extent permitted by law) interest, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise (collectively, the “Guaranteed Obligations”), subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 6.02 hereof. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The obligations of each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice hereunder are separate and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance independent of the obligations contained of the Company and of any other Guarantor, and a separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against the Company or any other Guarantor or whether the Company or any other Guarantor is joined in any action or actions. The obligations of each Guarantor hereunder shall survive and continue in full force and effect until the Notesearlier of (i) such time as such Guarantor may be released from its obligations hereunder pursuant to the terms set forth in Section 6.06 hereof, this Indenture and this Note Guarantee. This Note Guarantee or (ii) payment in full of the Guaranteed Obligations is a guarantee of payment and not of collection. If any Holder actually received by the Holders or the Trustee is required by on behalf of the Holders and the period of time has expired during which any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid payment made by the Company or such Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company’s or any other Guarantor’s liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. Each Guarantor agrees that to the extent the Company or any other Guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such Holderpayment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a “Preferential Payment”), then this Note GuaranteeGuarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent theretofore dischargedof such payment or repayment by the Holders or the Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be reinstated revived and continued in full force and effect. Each Guarantor further agrees that, effect as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or if said Preferential Payment had not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteebeen made.

Unconditional Guarantee. Each The Guarantor does hereby jointly and severally fully and unconditionally guarantees guarantee (the “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its successors and assigns, irrespective all payment obligations of the validity and enforceability Issuer due under this Indenture, including without limitation on each series of Securities when due, in accordance with the provisions of this Indenture, the Notes or the obligations as provided below. The Guarantee shall rank equally in right of payment with other unsecured, junior subordinated indebtedness of the Company or any other Note Guarantor. The Guarantor to hereby waives notice of acceptance of the Holders or Guarantee and of default of performance by the Trustee hereunder or thereunder, that: (a) the principal of, premium, if anyIssuer, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder payment under the Guarantee shall be unconditional, irrespective of subject to no condition other than the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense giving of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of written request for payment, filing stating the fact of claims with a court in the event default of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guaranteeperformance. This Note Guarantee is a guarantee of payment and not of collection. If The obligations of the Guarantor under the Guarantee shall in no way be impaired by: (1) any Holder extension, amendment, modification or renewal of a series of Securities; (2) any waiver of any Event of Default, extension of time or failure to enforce any series of Securities; or (3) any extension, moratorium or other relief granted to the Issuer pursuant to any applicable law or statute. The Guarantor shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same place as the Issuer is obligated to make payment. Subject to the provisions of this Article XIV, the Guarantor hereby agrees that: (a) each series of Securities will be paid strictly in accordance with the terms of this Indenture, regardless of the value, genuineness, validity, regularity or enforceability of such series of Securities, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Trustee is required with respect thereto; and (b) the liability of the Guarantor to the extent herein set forth shall be absolute, unconditional and irrevocable, not subject to any reduction, limitation, impairment, termination (other than payment in full of the series of Securities), defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor to the extent permitted by law) whether by reason of any court claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, gross negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to return to such series of Securities; (ii) any change in the Company time, manner or to place of payment of, or in any Guarantorother term in respect of, all or any of such series of Securities, or any custodianrescission, trustee, liquidator amendment or other modification or waiver of or consent to any departure from any of the terms or provisions of this Indenture, the Securities or any other agreement relating to any Securities of such series; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of such series of Securities; (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer in respect of such series of Securities; (v) the absence of any action on the part of the Trustee to obtain payment of such series of Securities from the Issuer; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar official acting proceeding of the Issuer, including, without limitation, rejection of such series of Securities in relation such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any Securities of such series or to exercise any right or remedy against the Guarantor or the Issuer, whether hereunder, under any Securities of such series or any agreement or any indulgence, compromise or extension granted. Notwithstanding anything to the Company contrary in this Guarantee, the Guarantor does not waive any defense that would be available to the Issuer based on a breach, default or such Guarantor, any amount paid misrepresentation by the Company Trustee, or such Guarantor failure of any condition to the Trustee Issuer’s obligations under this Indenture or such Holder, the illegality of any provision of this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectIndenture. Each The Guarantor further agrees that, as between it, on to the one hand, and extent that the Holders of Notes and Issuer or the Guarantor makes a payment or payments to the Trustee, on which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Issuer or the Guarantor or their respective estate, trustee, receiver or any other handparty under any federal bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount (a) subject to this Article Twelve, and the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes provisions of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration Indenture in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payableGuarantee) shall forthwith become due be reinstated and payable by continued in full force and effect as of the Note Guarantor for the purpose of this Guaranteedate such initial payment, reduction or satisfaction occurred.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this each Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note each Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of this Note each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this each Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under each Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each The Guarantor hereby jointly unconditionally and severally fully irrevocably guarantees, as principal obligor and unconditionally guarantees not only as a surety, to each Holder of the Persons in whose name a Note authenticated and delivered by is registered in the Trustee Security Register for the Debentures (the “Holders”) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or Company’s obligations under the obligations Debentures, that the due and punctual payment of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, sinking fund payment, if any, premium, if any, and or interest on the Notes will be duly Debentures, when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemption, by acceleration redemption or otherwise, shall be duly and interest on the overdue principal and (punctually paid when due according to the extent permitted by law) interestterms of the Indenture and the Debentures. In case of the failure of the Company punctually to pay any such principal, sinking fund payment, if any, on the Notes and all other obligations of the Company premium, if any, or interest, the Guarantor to hereby agrees, upon the Holders or receipt of written notice from the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes such failure, to accelerate the obligations cause any such payment to be made within five (5) days of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Companysuch notice. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice (except pursuant to the immediately preceding paragraph) with respect to the Debentures, notice and all demands whatsoever whatsoever, and covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Debentures and this Note in the Guarantee. This Note Guarantee is a guarantee The Guarantor shall be subrogated to all rights of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to Holders against the Company or to in respect of any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount amounts paid by the Company or such Guarantor pursuant to the Trustee provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Debentures then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such Holderright of subrogation until the principal of and interest on all Debentures shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, this Note Guaranteeif following any payment of principal or interest by the Company on the Debentures to the Holders it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by any such Holder to such trustee in bankruptcy, then and to the extent theretofore dischargedof such repayment, the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each The Guarantor further agrees thathereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened prior to the creation and issuance of this Guarantee and to constitute the same as between itthe legal, on the one hand, valid and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity binding obligation of the obligations guaranteed hereby may be accelerated as provided Guarantor enforceable in Article Five hereof for the purposes of this Note Guaranteeaccordance with its terms, notwithstanding any stay, injunction or other prohibition preventing such acceleration have been done and performed and have happened in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteestrict compliance with applicable laws.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: : (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Supplemental Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Supplemental Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture, the Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEight, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemption▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee (such guarantees to be referred to herein as “Guarantees”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities of any series or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on and Additional Amounts with respect to the Notes will Securities of such series shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the series of any Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on and Additional Amounts with respect to the Notes Securities of such series and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee hereunder) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of Securities of any Notes series or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders under this Indenture or under the Securities of such series, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities of any applicable series shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor Unless otherwise specified with respect to any Security pursuant to Section 3.01, the Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of any series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of such series with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor The Guarantors hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the Notessuch Securities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes such Securities and the Trustee, on the other hand, (a) subject to this Article TwelveXIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemption, upon repurchase at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully severally, and unconditionally irrevocably guarantees (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, by redemption or otherwise and interest on the overdue principal, if any, and interest on any interest of the validity Notes and enforceability of this Indenture, the Notes or the all other obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company subject, however, to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.04 hereof. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note that, subject to Section 10.03 hereof, this Guarantee shall will not be discharged except by complete performance of the obligations of the Company contained in the Notes, respective Notes and this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collectionwith respect to the respective Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofthis Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Restricted Subsidiary that hereafter becomes a Subsidiary Guarantor hereby shall unconditionally, jointly and severally fully and unconditionally severally, guarantee (each such guarantee to be referred to herein as a "Subsidiary Guarantee," with all such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of a Note 2012 Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective the full and prompt performance of the validity Company's obligations under this Indenture and enforceability of this Indenture, the 2012 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, and that: : (a) the principal of, of (or premium, if any, on) and interest on the 2012 Notes will be duly and punctually promptly paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration redemption or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interest2012 Notes, if any, on to the Notes extent lawful, and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b) in case of any extension of time of payment or renewal of any 2012 Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 14.4 hereof. Failing payment when due of any amount so guaranteed, guaranteed or failing any performance of any other obligation of the Company to the Holders, so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the The obligations of the each Subsidiary Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 2012 Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 2012 Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives the benefit of shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants shall covenant that its Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the 2012 Notes, this Indenture and this Note in the Subsidiary Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such any Subsidiary Guarantor to the Trustee or such Holder, this Note the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. No Subsidiary Guarantor shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by the Subsidiary Guarantee until payment in full of all obligations guaranteed thereby. Each Subsidiary Guarantor shall further agrees agree that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ai) subject to this Article Twelve, the maturity of the obligations guaranteed hereby by the Subsidiary Guarantee may be accelerated as provided in Article Five IV hereof for the purposes of this Note the Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Subsidiary Guarantee, and (bii) in the event of any acceleration of such obligations as provided in Article Five IV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Subsidiary Guarantor for the purpose of this the Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally fully severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior secured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Company or any other Note Subsidiary Guarantor to the Holders under this Indenture or the Trustee hereunder or thereunderNotes, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations Obligations of the Company or the Guarantor Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including feesamounts due the Trustee under Section 7.07 hereof), expenses or other) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture ObligationsObligations of the Company, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this each such Subsidiary Guarantee, and shall entitle the Holders of Notes or Trustee to accelerate the obligations Obligations of the Guarantor hereunder Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the obligations Obligations of the Company. Company hereunder or under the Notes. (b) Each Guarantor of the Subsidiary Guarantors hereby agrees that its obligations hereunder Obligations under its Subsidiary Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Subsidiary Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and this Note its Subsidiary Guarantee. This Note Each Subsidiary Guarantee is shall be a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, this Note the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall further agrees agree that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five Six hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable jointly and severally by the Note each Subsidiary Guarantor for the purpose of this its Subsidiary Guarantee. (c) The Obligations of each Subsidiary Guarantor hereunder are secured by and under the respective Subsidiary Security Agreements executed and delivered in connection herewith, pursuant to which each Subsidiary Guarantor has granted, and each future Subsidiary that becomes a Subsidiary Guarantor shall grant, a first priority perfected security interest in and lien on the assets and properties of each such Subsidiary Guarantor. The Company agrees to cause each Person that shall become a Subsidiary (other than Block Party or any Limited Investment Subsidiary) after the date of this Indenture to become a Subsidiary Guarantor and execute and deliver a supplement to this Indenture, pursuant to which such Person will guarantee the Obligations of the Company on the same terms and conditions as contained in this Article Eleven.

Unconditional Guarantee. Each Guarantor hereby shall unconditionally, jointly and severally fully and unconditionally guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise and interest on the overdue principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if anylawful, on the Notes and all other obligations Obligations of the Company or the Guarantor Authority to the Holders or the Trustee hereunder under this Indenture or thereunder (including fees, expenses or other) and all other Indenture Obligations the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; thereof and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each Guarantor agrees that, as between such Guarantor on the one hand, and the Holders and the Trustee on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (y) in the event of any amount so guaranteedacceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or failing performance of any other obligation not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of the Company Guarantee in each case to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Companylawful. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyAuthority, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance (other than payment in full) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor in each case to the extent lawful. Each Guarantor hereby waives waives, to the benefit of extent lawful, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyAuthority, any right to require a proceeding first against the CompanyAuthority, protest, notice and all demands whatsoever and covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note in the Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Authority, any Guarantor, or any custodian, trustee, liquidator or other similar official Custodian acting in relation to the Company Authority or such any Guarantor, any amount paid by the Company Authority or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between itin the event of Default in the payment of principal (or premium, if any) or interest on the one handNotes, and whether at their Stated Maturity, by acceleration, upon redemption, purchase or otherwise, legal proceedings may be instituted by the Holders of Notes and Trustee on behalf of, or by, the TrusteeHolder, on the other hand, (a) subject to the terms and conditions set forth in this Article TwelveIndenture, directly against each of the Guarantors to enforce the Guarantee without first proceeding against the Authority. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Guarantors, to the extent lawful, will pay to the Trustee for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (b) in upon demand therefor, the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Note Guarantor for Trustee or any of the purpose of this GuaranteeHolders. The Guarantors will agree to pay, in addition to the amount stated above, any and all out-of-pocket reasonable expenses (including reasonable counsel fees and expenses) incurred by the Trustee and the Holders in enforcing any rights under the Guarantees with respect to the Guarantors.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.18) authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee (such guarantees to be referred to herein as “Guarantees”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on and Additional Amounts with respect to the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on and Additional Amounts with respect to the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee hereunder) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor The Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor The Guarantors hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveXIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee, on a senior secured basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company Issuer or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.7 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guaranteethe Guarantees. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or such Guarantor, any amount paid by the Company such Issuer or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor Guarantor, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to each Holder be referred to herein as the "Guarantee") to the Holders of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and any interest on the overdue principal and (to the extent permitted by law) interest, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise (collectively, the "Guaranteed Obligations"), subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 6.02. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy The obligations of the Company, any right to require a proceeding first against the Company, protest, notice Guarantors hereunder are separate and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance independent of the obligations contained of the Company and of any other guarantor, and a separate action or actions may be brought and prosecuted against the Guarantor whether action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in any action or actions. The obligations of the NotesGuarantor hereunder shall survive and continue in full force and effect until the earlier of (i) such time as the Guarantor may be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, this Indenture and this Note Guarantee. This Note Guarantee or (ii) payment in full of the Guaranteed Obligations is a guarantee of payment and not of collection. If any Holder actually received by the Holders or the Trustee is required by on behalf of the Holders and the period of time has expired during which any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid payment made by the Company or such the Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company's or any other Guarantor's liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. The Guarantors agree that to the extent the Company or any other guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such Holderpayment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Note GuaranteeGuarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent theretofore dischargedof such payment or repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be reinstated revived and continued in full force and effect. Each Guarantor further agrees that, effect as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or if said Preferential Payment had not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteebeen made.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company Casella or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the Company or other Guarantors (including under the Guarantor Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Casella to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCasella. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Subsidiary Guarantee. This Note Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Casella or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or such Guarantor, any amount paid by the Company Casella or such Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors, shall hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee, on a senior basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company Issuers or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company Issuers or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuers to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the CompanyIssuers. Each Guarantor of the Guarantors, shall hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guaranteethe Guarantees. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuers or such Guarantor, any amount paid by the Company such Issuers or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor Guarantor, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Guarantee. Each If any Parent is added as a guarantor, such Parent Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder the Holders of a Note all Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal of, premium, if any, of and interest on the Notes will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations Obligations of the Company or the Guarantor Issuers to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Any Parent Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Any Parent Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that its any Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and this any Note Guarantee. This Note Guarantee is , and waives any and all defenses available to a guarantee of surety (other than payment and not of collectionin full). If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or such any Parent Guarantor, any amount paid by the Company Issuers or such any Parent Guarantor to the Trustee or such Holder, this any Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Any Parent Guarantor further agrees that, as between itany Parent Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereof6, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note any Parent Guarantor for the purpose of this any Note Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities and any Additional Amounts with respect thereto, will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 607 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the "Guaranteed Obligations"). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney's fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated in full force and effect. Each Guarantor further agrees thathave any personal liability under this Guarantee by reason of his, her or its status as between itsuch stockholder, on the one handofficer, and the Holders of Notes and the Trusteedirector, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction employee or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.incorporator

Unconditional Guarantee. Each Guarantor The Parent hereby jointly unconditionally and severally fully irrevocably guarantees the punctual payment and unconditionally guarantees performance when due by the Seller and each Selling Affiliate, if any (the Seller and each such Selling Affiliate are, collectively, the "Obligated Parties"), of all of such Obligated Party's respective covenants, agreements and undertakings now or hereafter existing under each Purchase Document to each Holder which such Obligated Party is a party (whether for Collections actually received or deemed to have been received, yield or indemnity payments, fees, expenses or otherwise, such covenants, agreements, and other obligations being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Agent in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Parent's liability shall extend to all amounts which constitute part of the Guaranteed Obligations and would be owed by an Obligated Party but for the fact that such Guaranteed Obligations are unenforceable or not 239 allowable due to the existence of a Note authenticated bankruptcy, reorganization or similar proceeding involving such Obligated Party. In the event that any Obligated Party shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed, then the Parent will itself duly and delivered by the Trustee and punctually perform or observe, or cause to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when dueperformed and observed, whether at maturity, upon redemption, by acceleration or otherwisesuch Guaranteed Obligation, and interest on the overdue principal and (it shall not be a condition to the extent permitted by law) interest, if any, on the Notes and all other obligations accrual of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or Parent hereunder to perform or observe any Guaranteed Obligation (or to cause the performance ofsame to be performed or observed) that the Agent shall have first made any request of or demand upon or given any notice to any Obligated Party or its respective successors or assigns, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of have instituted any action to enforce the same, or proceedings against any waiver Obligated Party or consent by any Holder of the Notes with respect to any provisions hereof its respective successors or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration assigns in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteethereof.

Unconditional Guarantee. Each Guarantor The Guarantee to be set forth on each Security shall be in substantially the following form: For Value Received, Ameritech Corporation, a Delaware corporation (the "Guarantor"), hereby jointly and severally fully and unconditionally guarantees to each the Holder of a Note authenticated the Security upon which this Guarantee is endorsed [and delivered by any coupons appertaining thereto] the Trustee due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, sinking fund payment, if any, premium, if any, and or interest on said Security, when and as the Notes will same shall become due and payable, whether at maturity, upon redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. The Guarantor agrees to determine, at least one business day prior to the date upon which a payment of principal of, sinking fund payment, if any, premium, if any, or interest on said Security is due and payable, whether the Company has available the funds to make such payment as the same shall become due 21 and payable. In case of the failure of the Company punctually to pay any such principal, sinking fund payment, if any, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be duly made punctually when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted as if such payment were made by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrevocable, and absolute, irrespective of the validity, regularity regularity, or enforceability of the Notes said Security [or this coupon] or said Indenture, the absence of any action to enforce the same, any waiver or consent by any the Holder of the Notes said Security [or coupon] with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, Company or any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to said Security [or coupon] or indebtedness evidenced thereby, notice and all demands whatsoever and covenants that its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, said Security and in this Indenture and this Note Guarantee. This Note Guarantee is a guarantee The Guarantor shall be subrogated to all rights of payment the Holder of said Security [and not to the rights of collection. If any Holder or the Trustee is required by of any court or otherwise to return to coupon] against the Company or to in respect of any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount amounts paid by the Company or such Guarantor pursuant to the Trustee provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Securities [and the Holders of all coupons] then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such Holderright of subrogation until the principal of and premium, this Note Guaranteeif any, and interest on all Securities shall have been paid in full or payment thereof shall have been provided for in accordance with said Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal or interest by the Company on the Securities to the Holders of the Securities it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent theretofore dischargedof such repayment, the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each The Guarantor further agrees thathereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened prior to the creation and issuance of this Guarantee and to constitute the same as between itthe legal, on the one hand, valid and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity binding obligation of the obligations guaranteed hereby may Guarantor enforceable in accordance with its terms, have been done and performed and have happened in due and strict compliance with applicable laws. This Guarantee shall not be accelerated valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee (or the Authenticating Agent). This Guarantee shall be governed by the internal laws (as provided in Article Five hereof for the purposes opposed to conflicts of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect laws provisions) of the obligations guaranteed hereby, and (b) State of Illinois. All terms used in this Guarantee which are defined in the event of any acceleration of such obligations as provided Indenture shall have the meanings assigned to them in Article Five hereofthe Indenture. In Witness Whereof, such obligations (whether or not due and payable) shall forthwith become due and payable Ameritech Corporation has caused this Guarantee to be signed in its corporate name by the Note Guarantor for the purpose facsimile signature of this Guarantee.one of its officers thereunto duly authorized and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted or otherwise reproduced hereon. Ameritech Corporation By: __________________________________ Authorized Officer 22

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully and unconditionally severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Section 11, to each Holder of a Note authenticated and delivered by the Trustee Lenders and to the Trustee Agent and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: assigns that (ai) the principal ofof and interest on the Bridge Loan will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Bridge Loan and all other obligations of the Company to the Lenders or the Guarantor to the Holders or the Trustee Agent hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes of the Bridge Loan or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.5. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Bridge Loan or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Lenders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesBridge Loan, this Indenture Agreement and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee Agent or such HolderLender, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes Lenders and the TrusteeAgent, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 7 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofSection 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Twelve, each Guarantor, if any, hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on 129 - 121 - the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, 130 - 122 - the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Section 1, each of the Guarantors, jointly and severally fully severally, hereby unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsfor the benefit of the Holders, irrespective of the validity and enforceability of this Indenture, the Notes Loan Agreement or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of and redemption premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Bonds when and all other obligations as the same shall become due (whether at maturity, by acceleration, call for redemption or otherwise); (b) the interest on the Bonds when and as the same shall become due; (c) the purchase price of Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereofIndenture; and (bd) in case all amounts allocable to the Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsthe Loan Agreement (collectively, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise“Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to under the Holders, for whatever reasonBonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Loan Agreement with respect to the Bonds shall constitute an event of default under this GuaranteeGuaranty, and shall entitle the Holders of Notes Trustee to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the CompanyCompany under the Loan Agreement. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee this Guaranty is affixed to any particular Notethe Loan Agreement or the Bonds, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee this Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note GuaranteeGuaranteed Obligations. This Note Guarantee Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such a Guarantor, any amount paid by the Company or such a Guarantor to the Trustee or such HolderTrustee, this Note GuaranteeGuaranty, to the extent theretofore discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to the other provisions of this Article TwelveGuaranty, the maturity of the obligations guaranteed hereby Bonds may be accelerated as provided in Article Five hereof Section 7.2 of the Loan Agreement for the purposes of this Note GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyBonds, and (b) in the event of any acceleration of such obligations the Bonds as provided in Article Five hereofSection 7.2 of the Loan Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.Guaranty. Each Guarantor agrees to make immediate payment to the Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemption▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. The Guarantors hereby agrees to be bound by all applicable provisions of this Supplemental Indenture as a Guarantor and to guarantee the Company's obligations under the Indenture and the Notes on the terms and subject to the conditions set forth below: (a) Each Guarantor hereby jointly and severally and fully and unconditionally guarantees to each Holder of a Note Note, authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a1) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or and thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereofhereof; and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture ObligationsObligations with respect to the Notes, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Indenture Obligation of the Company to the HoldersHolders of Notes, for whatever reason, each Guarantor shall will be obligated to paypay or cause the payment of, or to perform or cause the performance of, the same immediately. An Event of Default under this the Indenture or the Notes shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of the Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture, the Notes or this Indenturethe obligations of the Company or any other Guarantor to the Holders or the Trustee hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that (except as otherwise provided in Section 603 of this Supplemental Indenture) its Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this the Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, hand (a1) subject to this Article TwelveVI, the maturity of the obligations guaranteed hereby may be accelerated as and to the extent provided in Article Five hereof the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b2) in the event of any acceleration of such obligations as provided in Article Five hereofthe Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note such Guarantor for the purpose of this Note Guarantee. Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Indenture Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their respective Note Guarantees or under the Indenture. Until terminated in accordance with Section 603 of this Supplemental Indenture, this Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) Each Guarantor that makes a payment or distribution under this Note Guarantee shall 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 this Note Guarantee. (c) Notwithstanding any of the foregoing, each Guarantor's liability under this Note Guarantee shall be limited to the maximum amount that would not result in this Note Guarantee constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and that its Note Guarantee, and the waiver set forth in Section 604 of this Supplemental Indenture, is knowingly made in contemplation of such benefits.

Unconditional Guarantee. Each Guarantor of the Guarantors hereby unconditionally guarantees, jointly and severally fully and unconditionally guarantees severally, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee Issuer hereunder or thereunder, that: that (ai) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly (including, without limitation, Installment Payments and punctually paid in full when duethe Repurchase Price of any Notes payable pursuant to Article 11, if applicable), and all other amounts owing with respect to the Notes, whether at maturityon the Maturity Date, upon redemptionon any Repurchase Date or on any Installment Payment Date, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestif lawful, if any, on the Notes and all other obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will shall be promptly paid in full when due or performed, all performed in accordance with the terms hereof and thereof; , including all amounts payable to the Trustee, and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwiseotherwise (each such guarantee, a “Guarantee”). Failing If the Issuer fails to make any payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, guaranteed for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, absolute and unconditional, irrespective of of, and shall be unaffected by, the validity, regularity validity or enforceability of the Notes or this Notes, the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of or the Notes Trustee with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collectionsuch Guarantor. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such any Guarantor to the Trustee or such Holder, this Note GuaranteeArticle 5, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and that it shall not be entitled to any right of subrogation in relation to the Holders in respect of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the any obligations guaranteed hereby may be accelerated as provided until payment in Article Five hereof for the purposes full of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the all obligations guaranteed hereby, and (b) . The Guarantee set forth in this Section 5.02 shall not be valid or become obligatory for any purpose with respect to a Note until the event certificate of any acceleration of authentication on such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) Note shall forthwith become due and payable have been signed by the Note Guarantor for the purpose of this GuaranteeTrustee or any duly appointed agent.

Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) Seller Guarantor fully and irrevocably guarantees the principal ofprompt and punctual payment and performance of the Seller Obligations as and when due. This Guaranty shall be a full, premiumunconditional, if anyirrevocable, absolute and continuing guarantee of payment and performance and not a guarantee of collection, and interest Seller Guarantor shall remain liable on the Notes will be duly and punctually paid Seller Obligations hereunder until the payment or performance in full of the Seller Obligations. (b) Purchaser Guarantor fully and irrevocably guarantees the prompt and punctual payment and performance of the Purchaser Obligations as and when due. This Guaranty shall be a full, whether at maturityunconditional, upon redemptionirrevocable, by acceleration or otherwiseabsolute and continuing guarantee of payment and performance and not a guarantee of collection, and interest Purchaser Guarantor shall remain liable on the overdue principal Purchaser Obligations hereunder until the payment or performance in full of the Purchaser Obligations. (c) Except as provided in Section 1(g) below, Seller Guarantor’s guarantee and responsibility shall not be discharged, released, diminished, or impaired in whole or in part by any setoff, counterclaim, defense, act or occurrence which Seller Guarantor may have against Purchaser as a result of or arising out of the Agreement or the documents executed in connection therewith. Except as provided in Section 1(g) below, Purchaser Guarantor’s guarantee and responsibility shall not be discharged, released, diminished, or impaired in whole or in part by any setoff, counterclaim, defense, act or occurrence which the Purchaser Guarantor may have against the Seller as a result of or arising out of the Agreement or the documents executed in connection therewith. (1) The Seller Obligations of Seller Guarantor hereunder shall not be released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Purchaser and Seller, with or without the knowledge or consent of Seller Guarantor, of the Agreement or the documents executed in connection therewith or of any liability or obligation of Seller thereunder or of any document or instrument under which the Seller Obligations arise, (ii) any forbearance or compromise granted to Seller by Purchaser when dealing with Seller except to the extent permitted by lawof such forbearance or compromise, (iii) interestany change in corporate structure or ownership of Seller or the bankruptcy, if anyinsolvency, on liquidation, receivership, dissolution, winding-up or termination of Seller or the Notes and all other obligations fact that at any ▇▇▇▇ ▇▇▇▇▇▇ does not exist, (iv) the inaccuracy of any of the Company representations and warranties of Seller under the Agreement or the Guarantor documents executed in connection therewith, (v) any neglect, delay, omission, failure or refusal of Seller to take or prosecute any action in connection with the Holders Agreement or documents executed in connection therewith, (vi) the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedpartial release of Seller on any liability or obligation, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each except that Seller Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and released pro tanto to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Purchaser expressly releases Seller from liability with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSeller Obligations, or (vii) any other circumstance which relating to the Seller Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Seller Guarantor not available to Seller who is liable for such Seller Obligations. (2) The Purchaser Obligations of a guarantor. Each Purchaser Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee hereunder shall not be discharged released, discharged, diminished or impaired by (i) the renewal, extension, modification or alteration by Purchaser and Seller, with or without the knowledge or consent of Purchaser Guarantor, of the Agreement or the documents executed in connection therewith or of any liability or obligation of Seller thereunder or of any document or instrument under which the Purchaser Obligations arise, (ii) any forbearance or compromise granted to Purchaser by Seller when dealing with Purchaser except by complete to the extent of such forbearance or compromise, (iii) any change in corporate structure or ownership of Purchaser or the bankruptcy, insolvency, liquidation, receivership, dissolution, winding-up or termination of Purchaser or the fact that at any time Purchaser does not exist, (iv) the inaccuracy of any of the representations and warranties of Purchaser under the Agreement or the documents executed in connection therewith, (v) any neglect, delay, omission, failure or refusal of Purchaser to take or prosecute any action in connection with the Agreement or documents executed in connection therewith, (vi) the full or partial release of Purchaser on any liability or obligation, except that Purchaser Guarantor shall be released pro tanto to the extent Seller expressly releases Purchaser from liability with respect to the Purchaser Obligations, or (vii) any other circumstance relating to the Purchaser Obligations that might otherwise constitute a legal or equitable discharge of or defense to the Purchaser Guarantor not available to Purchaser who is liable for such Purchaser Obligations. (e) Seller Guarantor waives notice of (i) acceptance of this Guaranty, (ii) the creation, renewal, extension, modification, alteration or existence of any liability or obligation of Seller constituting part of the Seller Obligations, and (iii) any breach of or default in the performance of the obligations contained Seller Obligations. Purchaser Guarantor waives notice of (i) acceptance of this Guaranty, (ii) the creation, renewal, extension, modification, alteration or existence of any liability or obligation of Purchaser constituting part of the Purchaser Obligations, and (iii) any breach of or default in the Notesperformance of the Purchaser Obligations. (1) If Seller fails to perform Seller Obligations requiring payment, in whole or in part, when such Seller Obligations are due, Seller Guarantor shall promptly pay such Seller Obligations in lawful money of the United States. Seller Guarantor shall pay such amount within 5 Business Days after receipt of demand for payment from Purchaser. Purchaser may enforce Seller Guarantor’s obligations under this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If Guaranty without first suing Seller or joining Seller in any Holder or the Trustee is required by any court or otherwise to return to the Company or to any suit against Seller Guarantor, or enforcing any custodianrights and remedies against Seller, trusteeor otherwise pursuing or asserting any claims or rights against Seller or any other person or entity or any of its or their property which may also be liable with respect to the matters for which Seller Guarantor is liable under this Section 1. (2) If Purchaser fails to perform Purchaser Obligations requiring payment, liquidator in whole or in part, when such Purchaser Obligations are due, Purchaser Guarantor shall promptly pay such Purchaser Obligations in lawful money of the United States. Purchaser Guarantor shall pay such amount within 5 Business Days after receipt of demand for payment from Seller. Seller may enforce Purchaser Guarantor’s obligations under this Guaranty without first suing Purchaser or joining Purchaser in any suit against Purchaser Guarantor, or enforcing any rights and remedies against Purchaser, or otherwise pursuing or asserting any claims or rights against Purchaser or any other person or entity or any of its or their property which may also be liable with respect to the matters for which Purchaser Guarantor is liable under this Section 1. (g) Seller Guarantor reserves the right to assert defenses which Seller may have to payment or performance of any Seller Obligation, other than defenses that Seller may possess relating to (i) lack of validity or enforceability of the Agreement or the documents executed in connection therewith against Seller arising from Seller’s defective incorporation or formation or lack of qualification to do business in any applicable jurisdiction, (ii) Seller’s lack of corporate authority to enter into or perform the Agreement or documents executed in connection therewith or the due execution and delivery thereof, or (iii) the termination of existence, dissolution, liquidation, insolvency, bankruptcy, receivership, or other similar official acting reorganization of Seller. Likewise, Purchaser Guarantor reserves the right to assert defenses which Purchaser may have to payment or performance of any Purchaser Obligation, other than defenses that Purchaser may possess relating to (i) lack of validity or enforceability of the Agreement or the documents executed in relation connection therewith against Purchaser arising from Purchaser’s defective incorporation or formation or lack of qualification to the Company or such Guarantor, do business in any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other handapplicable jurisdiction, (aii) subject Purchaser’s lack of corporate authority to this Article Twelveenter into or perform the Agreement or documents executed in connection therewith or the due execution and delivery thereof, or (iii) the maturity termination of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guaranteeexistence, notwithstanding any staydissolution, injunction liquidation, insolvency, bankruptcy, receivership, or other prohibition preventing such acceleration in respect reorganization of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this GuaranteePurchaser.