Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “"Guarantee”"), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “"Guarantee”), ") to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary To the fullest extent permitted by law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such HolderHolder with respect to the Securities, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six VI for the purposes of this 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 acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby irrevocably, unconditionally and jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as severally with the “Guarantee”), other Subsidiary Guarantors guarantees to each Holder and to the Trustee holder, the due and punctual payment in full of (a) the principal of, premiumMake-Whole Amount, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, (including, without limitation, interest on accruing after the overdue principal offiling of any petition in bankruptcy, premiumor the commencement of any insolvency, if anyreorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and interest on any other amounts due under, the Securities, to Notes when and as the extent lawful, all in accordance with same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms hereof and thereof; subjectprovisions of the Notes, howeverthis Agreement or any other Financing Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the limitations set forth in Section 10.05Company or any other guarantor of the Guaranteed Obligations (including, without limitation, any other Subsidiary Guarantor) or upon any other action, occurrence or circumstance whatsoever. Failing payment when due In the event that the Company shall fail so to pay any of any amount so guaranteed for whatever reasonsuch Guaranteed Obligations, the each Subsidiary Guarantors will be Guarantor jointly and severally obligated agrees to pay the same immediatelywhen due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in U.S. dollars, pursuant to the requirements for payment specified in the Notes and this Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with this Agreement may (but need not) make reference to this Section 15. Each Subsidiary Guarantor hereby acknowledges and agrees that its obligations it’s liability hereunder shall be unconditional, irrespective of is joint and several with the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or other Subsidiary Guarantors and any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of Person(s) who may guarantee the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force Indebtedness under and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this GuaranteeFinancing Documents.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.0511.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six Seven for the purposes of this 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 acceleration of such obligations as provided in Article SixSeven, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at the Maturity Date, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes, if lawful, and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a 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 Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest and Additional Interest, if any, on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest and Additional Interest, if any, on the overdue principal, premium, if any, and interest on any overdue interest on the Securities Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuers to the extent lawfulHolders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately1303. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of the any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this the Restricted Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture Indenture, and in this Restricted Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any Subsidiary Guarantor, any amount paid by the Company or Issuers to any Subsidiary Guarantor to the Trustee or such Holder, this Restricted Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six Five for the purposes purpose of this Restricted Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration in respect of such obligations as provided in Article SixFive, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Restricted Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (each such guarantee to be referred to herein as the a “Guarantee”), subject to Article XII, to each Holder of the Holders and to the Trustee the due and punctual payment of their respective successors and assigns that (i) 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 Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premiumany interest, if any, and interest on the Securities, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.5. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Holders with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six VI for the purposes of this 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 acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees on a senior basis to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05this Article Eleven. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of paymentpayments, 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 this Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations Obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantee of each Subsidiary Guarantor herein shall be senior to the right of payment of principal of, premium, if any, and accrued and unpaid interest on all existing and future subordinated Indebtedness of such Subsidiary Guarantor that is subordinated in right of payment to the Notes or the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebywho becomes a party to this Indenture hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary such Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary such Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premiumof and interest and Liquidated Damages, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption, repurchase acceleration or otherwise, includingand interest and Liquidated Damages, without limitationif any, interest on the overdue principal of, premium, if any, and interest on any overdue interest on the Securities, Notes and all other obligations of the Issuers to the extent lawfulHolders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately1303. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of the any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this the Restricted Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture Indenture, and in this Restricted Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any Subsidiary Guarantor, any amount paid by the Company or Issuers to any Subsidiary Guarantor to the Trustee or such Holder, this Restricted Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six Five for the purposes purpose of this Restricted Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration in respect of such obligations as provided in Article SixFive, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Restricted Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and any premium and interest on on, the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase Maturity or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and any premium and interest on on, the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.0510.06 and, in the case of the Guarantee of any Subordinated Debt Securities, to the subordination provisions contained in Article Eleven. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately12.03. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Company or any Subsidiary Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary a Guarantor, any amount paid by the Company or any Subsidiary a Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose of this the Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyFor value received, jointly each of the Guarantors hereby fully, irrevocably, unconditionally and severally, fully and unconditionally guarantees, absolutely guarantees to the Holders of Securities of each series to which this Article Fourteen has been made applicable as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities such Securities, and all other amounts due and payable under this Indenture and the such Securities by the Company whether at maturity, by acceleration, redemption, repurchase to the Trustee or otherwise, such Holders (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or such Holders in connection with the enforcement of this Indenture and the Guarantee) (collectively, the "Indenture Obligations"), when and as such principal, premium, if any, interest, if any, and interest on other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of such Securities and this Indenture. The guarantees by the terms hereof and thereof; subject, however, to the limitations Guarantors set forth in Section 10.05this Article Fourteen are referred to herein as the "Guarantee." Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under this Indenture and such Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, the Subsidiary Guarantors each Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantee hereunder is intended to be a general, unsecured, subordinated obligation of each Guarantor and will be subordinated in right of payment to all Guarantor Senior Debt. Each Subsidiary Guarantor hereby agrees that that, to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Securities, the Securities Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture and such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any Guarantor contained in any of such Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Securities, including all or any part of the rights of the Company or any Guarantor under this Indenture, (v) the extension of the time for payment by the Company or any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Securities or this Indenture or of the time for performance by the Company or any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or any Guarantor or any of their respective assets, or the disaffirmance of any of such Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Securities, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or such Guarantor, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoever, (ii) 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 them and (iii) covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to any Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including without limitation, the Companyinsolvency, bankruptcy or reorganization of any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. Each Guarantor shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each Subsidiary respect of any amounts paid by such Guarantor agrees it pursuant to the provisions of this Indenture; provided, 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 with respect to any of such Securities until all of such Securities and the Guarantee shall have been indefeasibly paid in relation to full or discharged. A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Holders Guarantor under this Indenture or for any claim based on, in respect of any or by reason of such obligations guaranteed hereby until payment or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorexercising, on the one handpart of the Trustee or the Holders, any right, power, privilege or remedy under this Article Fourteen and the Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article Fourteen shall limit the right of the Trustee or the Holders and the Trustee, on the other hand, (x) to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in such Securities pursuant to Article Six for the purposes of this Guarantee, notwithstanding Five or to pursue any stay, injunction rights or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether remedies hereunder or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeunder applicable law.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, that delivers such a supplemental indenture with respect to a series of Debt Securities hereby jointly and severally, fully and severally unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), Guarantees to each Holder of such Debt Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due full and punctual payment of the principal of, of and premium, if any, and interest on such Debt Security when and as the Securities and all other amounts same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturitythe Stated Maturity, by acceleration, call for redemption, repurchase purchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof of such Security and thereof; subjectof this Indenture. In case of the failure of the Company punctually to make any such payment, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the each Subsidiary Guarantors will be Guarantor hereby jointly and severally obligated agrees to pay or cause such payment to be made punctually when and as the same immediatelyshall become due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each Subsidiary Guarantor that delivers such a supplemental indenture with respect to a series of Debt Securities hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the such Debt Securities or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of all or any of the Debt Securities, or any consent to departure from any requirement of any other Guarantee of all or any of the Debt Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Federal Bankruptcy Code, or the application of Section 1111(b)(2) of the Federal Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code, the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including, without 71 80 limitation, any interest, or premium thereon), any waiver or consent by any the Holder of such Debt Security or by the Securities Trustee with respect to any provisions hereof thereof or thereofof this Indenture or with respect to the provisions of this Article XIII as they apply to any other Subsidiary Guarantor, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each such Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company or any other Person, 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, protest or notice with respect to such Security or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this its Subsidiary Guarantee will not be discharged in respect of such Debt Security except by complete performance of the obligations contained in the Securities, this Indenture such Debt Security and in this such Subsidiary Guarantee. If any Holder Each Subsidiary Guarantor hereby agrees that, in the event of a default in payment of principal of or premium, if any, or interest on such Debt Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee is required by any court on behalf of, or otherwise to return by, the Holder of such Security, subject to the Companyterms and conditions set forth in this Indenture, any Subsidiary Guarantor, directly against all or any custodian, trustee, liquidator or other similar official acting in relation of the Subsidiary Guarantors to enforce their respective Subsidiary Guarantees without first proceeding against the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectCompany. Each Subsidiary Guarantor agrees it shall not be entitled that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Debt Securities guaranteed by such Subsidiary Guarantor, to collect interest on such Debt Securities, or to enforce or exercise any other right of subrogation in relation or remedy with respect to such Debt Securities, such Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders of the Debt Securities against the Company in respect of any obligations guaranteed hereby amounts paid by that Subsidiary Guarantor on account of such Debt Securities pursuant to the provisions of its Subsidiary Guarantee of this Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until payment the principal of and premium, if any, and interest, if any, on all Debt Securities issued hereunder related to such Subsidiary Guarantee shall have been paid in full of all obligations guaranteed herebyfull. Each Subsidiary Guarantor further agrees thatGuarantee shall remain in full force and effect and continue to be effective if any petition is filed by or against the Company for liquidation or reorganization, if the Company becomes insolvent or makes an assignment for the benefit of creditors or if a receiver or trustee is 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 between each Subsidiary Guarantorthe case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by an obligee on the one handSecurities whether as a "voidable preference," "fraudulent transfer," or otherwise, and the Holders and the Trusteeall as though such payment or performance has not been made. If any payment, on the other handor any part thereof, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guaranteeis rescinded, notwithstanding any stayreduced, injunction restored or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyreturned, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.the

Unconditional Guarantee. Each Subsidiary With respect to each series of Securities designated pursuant to Section 3.01 as being entitled to the benefits of the Guarantees provided by this Article 14, each Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security of such series authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on Securities of such series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities of such series and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase of such series will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately14.03 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 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 Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Securities of such series and this Indenture and in this GuaranteeIndenture. If any Holder of Securities of such series or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders of Securities of such series and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities of such series in enforcing any rights under this GuaranteeArticle 14.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Date, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes, if lawful, and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a 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 Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor herebywho becomes a party to this Indenture hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary such Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary such Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyGuarantor, if any, hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal of and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeSupplemental Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed in respect of the Note Guarantees hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor (if then permitted pursuant to this GuaranteeSupplemental Indenture) by the Trustee to such Guarantor in writing. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Article 10.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at the Maturity Date, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes, if lawful, and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guaranteethe Security Documents. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a 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 Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor herebyGuarantor, if any, hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal of and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed in respect of the Note Guarantees hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor (if then permitted pursuant to this GuaranteeIndenture) by the Trustee to such Guarantor in writing. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Article 10.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any, ) and interest on the each series of Securities and all other amounts due and payable under this Indenture and the Securities by the Company will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on any overdue principal and interest on any overdue interest on each series of Securities and all other obligations of the Securities, Company to the extent lawfulHolders or the Trustee hereunder or under the Indenture or such series of Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Indenture or this Indentureany series of Securities, the absence of any action to enforce the same, any waiver or consent by any Holder of or the Securities Trustee with respect to any provisions hereof of the Indenture, any series of Securities or thereofof this Agreement, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteeeach series of Securities. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, Company or the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, hereby fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee Trustee, the due and punctual payment of the principal of, premiumof and interest, if any, on such Security, when and interest on as the Securities and all other amounts same shall become due and payable under this Indenture and the Securities payable, whether by the Company whether at maturity, by acceleration, redemption, repurchase declaration thereof or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all otherwise in accordance with the terms hereof of such Security and thereof; subject, however, to the limitations set forth in Section 10.05of this Indenture. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities any such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security or this Indenture, any waiver waiver, modification or consent indulgence granted to the Corporation with respect thereto, by any the Holder of such Security or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might circumstances that otherwise may constitute a legal or equitable discharge or defense of a surety or guarantor; provided that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the consent of the Guarantor, increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Subsidiary The Guarantor hereby agrees that this Guarantee shall be enforceable without any demand, suit or proceeding first against the Corporation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the CompanyCorporation, any right to require a proceeding first against the CompanyCorporation, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect to any sinking fund payment required by the terms of such Security and all demands whatsoever and covenants that this Guarantee will not be discharged as to any such Security except in accordance with Section 8.01 or 8.02 or by complete performance payment in full of the obligations contained principal of and interest, if any, on such Security. The Guarantor will be subrogated to all rights of the Holder against the Corporation in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, respect of any amount paid by the Company or any Subsidiary Guarantor pursuant to the Trustee or such Holderprovisions of the Guarantee; provided, this Guaranteehowever, to that the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation in relation to until the Holders in respect principal of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatand interest, as between each Subsidiary Guarantorif any, on such Security shall have been paid in full. The Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Security until the one hand, and the Holders and certificate of authentication on such Security shall have been signed by 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 this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebywho becomes a party to this Indenture hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, if any, and interest (including Additional Interest) on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest (including Additional Interest) on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary such Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary such Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this such Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, obligations of Case New Holland to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCase New Holland, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCase New Holland, any right to require a proceeding first against the CompanyCase New Holland, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyCase New Holland, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Case New Holland or any Subsidiary Guarantor, any amount paid by the Company Case New Holland or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each For value received, each Subsidiary Guarantor herebyhereby fully, jointly irrevocably, unconditionally and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee absolutely guarantees to be referred to herein as the “Guarantee”), to each Holder Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities of the Affected Series and all other amounts due and payable under this Indenture and the Securities of the Affected Series by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, Partnership (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or the Holders in connection with the enforcement of this Indenture and the Subsidiary Guarantees) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, and interest on and such other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of the terms hereof Securities of the Affected Series and thereof; subject, however, to this Indenture. The guarantees by the limitations Subsidiary Guarantors set forth in Section 10.05this Article XVI are referred to herein as the “Subsidiary Guarantees.” Without limiting the generality of the foregoing, the Subsidiary Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Partnership under this Indenture and the Securities of the Affected Series but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Partnership. Failing payment when due of any amount so guaranteed pursuant to the Subsidiary Guarantees, for whatever reason, the each Subsidiary Guarantors Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Subsidiary Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Subsidiary Guarantor and will rank pari passu in right of payment with all indebtedness of such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities of the Affected Series, the Subsidiary Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on any Securities of the Affected Series or any other amounts payable under this Indenture and the Securities of the Affected Series by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 507 hereof, by the Holders, on the terms and conditions set forth in this Indenture, directly against each Subsidiary Guarantor to enforce its Subsidiary Guarantees without first proceeding against the Partnership. To the fullest extent permitted by applicable law, the obligations of each Subsidiary Guarantor under this Article XVII shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor contained in any of the Securities of the Affected Series or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantor, the Affiliate Guarantor, any Subsidiary Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Partnership, the Guarantor, the Affiliate Guarantor, any Subsidiary Guarantor or the Trustee of any rights or remedies under any of the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of the Securities, including all or any part of the rights of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor under this Indenture, (v) the extension of the time for payment by the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor or any of their respective assets, or the disaffirmance of any of the Securities, any of the Subsidiary Guarantees, the Affiliate Guarantee, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of the Securities, the Subsidiary Guarantees, the Affiliate Guarantee, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership, the Guarantor, the Affiliate Guarantor or any right to require a proceeding first against the CompanySubsidiary Guarantor, protest, notice and all demands whatsoever and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Subsidiary Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each Holder of the Securities of the Affected Series without notice to them and (iii) covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuarantees. Each Subsidiary Guarantor further agrees thatthat to the fullest extent permitted by applicable law, as between if at any time all or any part of any payment theretofore applied by any Person to each Subsidiary Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Subsidiary Guarantor, on such Subsidiary Guarantee shall, to the one handextent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders and the TrusteeTrustee against the Partnership in respect of any amounts paid by the Subsidiary Guarantor pursuant to the provisions of this Indenture; provided, however, that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities of the Affected Series until all of the Securities of the Affected Series and the Subsidiary Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee or stockholder, as such, of a Subsidiary Guarantor shall not have any liability for any obligations of such Subsidiary Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this Article XVI and the Subsidiary Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other handor further exercise thereof, (x) or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article XVI shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect Securities of the obligations guaranteed hereby, and (y) in the event of Affected Series pursuant to Article V or to pursue any acceleration of such obligations as provided in Article Six, such obligations (whether rights or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeremedies hereunder or under applicable law.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any) and interest on each series of Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on each series of Securities and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Indenture or such series of Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of each series of Securities of the Securities Indenture or this Indentureany series of Securities, the absence of any action to enforce the same, any waiver or consent by any Holder of the Indenture of any series of Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteeeach series of Securities. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, Company or the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally, fully fully, unconditionally and unconditionally irrevocably guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), on a senior basis to each Holder of a 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 Securities or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premiumpremium and Additional Amounts, if any, and interest on the Securities when and all other amounts as the same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturity, upon redemption or repurchase, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, (y) the due and punctual payment of interest on the overdue principal of, premiumand (to the extent permitted by law) interest, if any, and interest on the SecuritiesSecurities and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the other Guarantors, including under the Guarantees and the Security Documents, in each case, to the extent lawfulHolders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); subjectand (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, howeverthe due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, to the limitations set forth in Section 10.05whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, for whatever reason, the Subsidiary Guarantors will each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuer. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the 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 same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary 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 this its Guarantee will shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this the Guarantee. 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 Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary such Guarantor, any amount paid by the Company Issuer or any Subsidiary such Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Ten, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby(a) For value received, jointly subject to Section 2.04 and severallySection 2.05 hereof, fully each of the Guarantors hereby fully, irrevocably, unconditionally and unconditionally guarantees, as principal obligor and not only as surety (such guarantee absolutely guarantees to be referred to herein as the “Guarantee”), to Holders of each Holder series of Currently Outstanding Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities such Currently Outstanding Securities, and all other amounts due and payable under this the Indenture and the such Currently Outstanding Securities by the Company whether at maturity, by acceleration, redemption, repurchase Partnership to the Trustee or otherwise, such Holders (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the overdue principal ofTrustee or such Holders in connection with the enforcement of the Indenture and the guarantees) (collectively, premiumthe “Indenture Obligations”), if anywhen and as such amounts shall become due and payable, and interest on whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of such Currently Outstanding Securities and the terms hereof and thereof; subject, however, to Indenture. The guarantee by each of the limitations ONEOK Subsidiary Guarantors set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, this ARTICLE II is collectively referred to herein as the “ONEOK Subsidiary Guarantors will be jointly Guarantees,” the guarantee by the Parent Guarantor set forth in this ARTICLE II is collectively referred to herein as the “Parent Guarantee” and severally obligated the ONEOK Subsidiary Guarantees together with the Parent Guarantee is referred to pay as the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective “ONEOK Guarantees.” Without limiting the generality of the validityforegoing, regularity or enforceability each of the Securities or this Indenture, the absence of any action Guarantors’ liability shall extend to enforce the same, any waiver or consent by any Holder all amounts that constitute part of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice Indenture Obligations and all demands whatsoever and covenants that this Guarantee will not would be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid owed by the Company or any Subsidiary Guarantor Partnership to the Trustee or the Holders under the Indenture and such HolderCurrently Outstanding Securities but for the fact that they are unenforceable, this Guaranteereduced, limited, impaired, suspended or not allowable due to the extent theretofore dischargedexistence of a bankruptcy, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to reorganization or similar proceeding involving the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this GuaranteePartnership.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby irrevocably and unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “Guarantee”), "GUARANTEE") to each Holder of the Lenders and to the Trustee the due Administrative Agent and punctual payment of their respective successors and assigns, that (i) the principal ofof and interest on the 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 Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premiumany interest, if any, and interest on the Securities, to the extent lawful, of the Loan and all other obligations of the Company to the Lenders or the Administrative Agent hereunder will be promptly paid in full or performed, all in accordance with the terms hereof hereof; and thereof; (ii) in case of any extension of time of payment or renewal of any of the Loan or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.4. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Loan or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lenders with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesLoan, this Indenture Agreement and in this Guarantee. If any Holder Lender or the Trustee Administrative Agent is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee Administrative Agent or such HolderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Lenders and the TrusteeAdministrative Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 7 for the purposes of this 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 acceleration of such obligations as provided in Article Six7, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “"Guarantee”), ") to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05Article XII. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of paymentpayments, 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 this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six VI for the purposes of this 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 acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee. The guarantee of each Subsidiary Guarantor herein shall be, in the manner and to the extent set forth in Article XII, subordinated in right of payment to the prior payment when due of the principal of, premium, if any, accrued and unpaid interest and all other amounts owing on all existing and future Senior Indebtedness of such Subsidiary Guarantor and of the Company, as the case may be, and senior to the right of payment of principal of, premium, if any, and accrued and unpaid interest on all existing and future Subordinated Indebtedness of such Subsidiary Guarantor.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any, ) and interest on the each series of Securities and all other amounts due and payable under this Indenture and the Securities by the Company will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption, repurchase by redemption or otherwise, including, without limitation, and interest on the overdue principal of, premium, if any, and interest on any overdue interest on each series of Securities and all other monetary obligations of the Securities, Company to the extent lawfulHolders or the Trustee hereunder or such series of Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05hereof. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the each series of Securities of this Indenture or this Indentureany series of Securities, the absence of any action to enforce the same, any waiver or consent by any Holder of the this Indenture of any series of Securities with respect to any provisions hereof or thereofhereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteeeach series of Securities. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, Company or the Guarantor or any custodian, trustee, liquidator liquidator, or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein herein, individually and collectively, as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and any premium and interest on on, the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase Maturity Date or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and any premium and interest on on, the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.0510.06. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guaranteesguarantees (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the “a "Guarantee”), ") to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the any overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees on a senior basis to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05this Article Eleven. Failing payment when due of any amount so guaranteed for whatever reason, the each Subsidiary Guarantors will Guarantor shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of paymentpayments, 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 this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this such Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any such Subsidiary Guarantor, any amount paid by the Company or any such Subsidiary Guarantor to the Trustee or such Holder, this the relevant Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled seek to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this the relevant Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations Obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this its Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guaranteesguarantees (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the “a "Subsidiary Guarantee”), ") to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyGuarantor, if any, hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal of and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed in respect of the Note Guarantees hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all Obligations owing or payable to the respective Holders upon receipt of a demand for payment therefor (if then permitted pursuant to this GuaranteeIndenture) by the Trustee to such Guarantor in writing. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Article 11.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder Lender and to the Trustee the due Arranger and punctual payment of its successors and assigns that: the principal ofof and interest on the Loans and Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Loans and Notes and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, obligations of Borrower to the extent lawfulLenders or the Arranger hereunder or under the Loans and Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.4. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this IndentureLoans and Notes, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the CompanyBorrower, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesLoan Documents, this Indenture and in this Guarantee. If any Holder Lender or the Trustee Arranger is required by any court or otherwise to return to the CompanyBorrower, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Borrower or any Subsidiary Guarantor, any amount paid by the Company Borrower or any Subsidiary Guarantor to the Trustee Arranger or such HolderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Lenders and the TrusteeArranger, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Section 7 for the purposes purpose of this 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 acceleration of such obligations as provided in Article SixSection 7, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Subject to this Article 14, for value received, the Guarantor herebyhereby fully, jointly irrevocably, unconditionally and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee absolutely guarantees to be referred to herein as the “Guarantee”), to each Holder Holders and to the Trustee Trustees the due and punctual payment of the principal of, or any premium, if anyAdditional Amounts or interest on, and interest on the Securities Securities, and all other amounts due and payable under this Indenture and the Securities by the Company Corporation, including all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustees or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantee (collectively, the “Indenture Obligations”), when and as such principal, premium, Additional Amounts, interest and such other amounts shall become due and payable, whether at maturitythe Stated Maturity, upon redemption or by acceleration, redemption, repurchase declaration of acceleration or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, according to the extent lawfulterms of the Securities and this Indenture. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all in accordance with amounts that constitute part of the terms hereof Indenture Obligations and thereof; subjectwould be owed by the Corporation under this Indenture and the Securities but for the fact that they are unenforceable, howeverreduced, limited, impaired, suspended or not allowable due to the limitations set forth in Section 10.05existence of a bankruptcy, reorganization or similar proceeding involving the Corporation. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, the Subsidiary Guarantors Guarantor will be jointly and severally obligated to pay the same immediatelyimmediately to the U.S. Trustee, without set-off or counterclaim or other reduction whatsoever, whether for taxes, withholding or otherwise, except as would otherwise be available to the Corporation. Each Subsidiary The Guarantee is intended to be a general, unsecured, senior obligation of the Guarantor and to rank pari passu in right of payment with all indebtedness of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities obligations and liabilities of any other obligor with respect to the Securities, the Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereofthereof with respect to the same, the recovery of any judgment against the CompanyCorporation, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, Additional Amounts or interest on, the Securities of any series or any other amounts payable under this Indenture and such Securities by the Corporation, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by either Trustee on behalf of the Holders or, subject to Section 5.6, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee of such series without first proceeding against the Corporation. To the fullest extent permitted by applicable law, the obligations of the Guarantor under this Article 14 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of any other obligor with respect to the Securities contained in any of the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Corporation or any of its estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar law, or any similar foreign law for the relief from, or otherwise affecting creditors, or other statute or from the decision of any court, (iii) the assertion or exercise by the Corporation, the Guarantor or a Trustee of any rights or remedies under any of the Securities or this Indenture or its delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of the Securities, including all or any part of the rights of the Corporation or the Guarantor under this Indenture, (v) the extension of the time for payment by the Corporation or the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the Corporation or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment, whether material or otherwise, of any duty, agreement or obligation set forth in this Indenture of any other obligor with respect to the Securities, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Corporation or any of its assets, or the disaffirmance of any of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Corporation or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of the obligations of any of the other obligors under the Securities, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate or comparable existence, or ownership of the Corporation or the Guarantor, or (xi) subject to Article 6 and Article 8, any amalgamation, merger, consolidation or reorganization of the Corporation, the Guarantor or the Trustees, or any continuance of the Corporation, the Guarantor or the Trustees from the statute under which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction; or (xii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Guarantor. The Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, arrangement, amalgamation, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice Corporation and all demands whatsoever and notices whatsoever, (ii) 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 the Guarantor and (iii) covenants that this the Guarantee will not be discharged except by complete performance of the Guarantee or of the obligations contained in the Securities, this Indenture and in this Guaranteeguaranteed thereby. If The Guarantor further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court or otherwise to return Person to the CompanyGuarantee is, or must be, rescinded or returned for any Subsidiary reason whatsoever, including the reorganization of the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantor shall be reinstated subrogated to all rights of the Holders and the Trustees against the Corporation in full force and effect. Each Subsidiary respect of any amounts paid by the Guarantor agrees it pursuant to the provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities until all of the Securities and the Guarantee thereof shall have been paid in relation full or discharged. The Guarantor and, by its acceptance of Securities of any series, each Holder of such series of Securities hereby confirm that it is the intention of all such parties that the Guarantee of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar laws, or any similar foreign law for the relief from, or otherwise affecting creditors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S., Canadian, provincial or state laws to the Holders extent applicable to the Guarantee. Until such time as the Securities of such series are paid in respect full, the Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law, including any such right arising under applicable U.S. or Canadian federal, state or provincial bankruptcy, insolvency or other similar laws, or any similar foreign law for the relief from, or otherwise affecting creditors, or otherwise by reason of any obligations guaranteed hereby until payment by it pursuant to the provisions of this Article 14. No failure to exercise and no delay in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorexercising, on the one handpart of either Trustee or the Holders, any right, power, privilege or remedy under this Article 14 shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article 14 shall limit the right of either Trustee or the Holders and to take any action to accelerate the Trustee, on the other hand, (x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event Securities of any acceleration series pursuant to Article 5 or to pursue any rights or remedies hereunder or under applicable law. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the Guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteebenefits.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any) and interest on the Securities of each Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities of each Series and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this the Indenture and or the Securities by the Company whether at maturity, by acceleration, redemption, repurchase of such Series will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of each Series or this of the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of any Series or the Trustee with respect to any provisions hereof hereof, of the Indenture or thereofof the Securities, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Securities of each Series. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary the Guarantor to the Trustee or such Holder, this the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall The Guarantee constitutes a guarantee of payment and not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteecollection.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premiuminterest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuers to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.3. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that this the Parent Guarantee or the Note Guarantee, as the case may be, will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, an Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company an Issuer or any Subsidiary Guarantor, any amount paid by the Company an Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this the Parent Guarantee and each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six 6 for the purposes purpose of this the Parent Guarantee and each Note 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 acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this the Parent Guarantee and each Note Guarantee.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and to delivered by the Trustee the due and punctual payment of the principal ofPrincipal Amount of and cash interest with respect to, premiumsuch Security, if any, when and interest on as the Securities and all other amounts same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturity, by acceleration, redemption, repurchase acceleration or redemption or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof of such Security and thereof; subject, however, of this Indenture. In case of the failure of the Company punctually to the limitations set forth in Section 10.05. Failing payment when due pay any such Principal Amount of any amount so guaranteed for whatever reasonand cash interest payment, the Subsidiary Guarantors will Guarantor hereby agrees to cause any such payment to be jointly made punctually when and severally obligated to pay as the same immediatelyshall become due and payable, whether at maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. Each Subsidiary The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or failure to enforce the provisions of the validity, regularity or enforceability of the Securities any such Security or this Indenture, or any waiver, modification, consent or indulgence granted to the absence of any action to enforce Company with respect thereto (unless the samesame shall also be provided the Guarantor), any waiver or consent by any the Holder of such Security or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary The Guarantor hereby waives to the fullest extent permitted by applicable law diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the Principal Amount of and cash interest in respect of, the Securities and the complete performance of the all other obligations contained in the Securities. The Guarantor hereby irrevocably agrees that any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Securities or this Indenture Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holder of any Securities against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights, shall be subordinated and postponed in right of payment to the prior payment and performance in full of all of the Company’s obligations under the Securities or this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return amount shall be paid to the CompanyGuarantor in violation of the preceding sentence and the obligations of the Company guaranteed by the Guarantor pursuant hereto shall not have been paid in full, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation such amount shall be deemed to have been paid to the Company or any Subsidiary GuarantorGuarantor for the benefit of, any amount paid by and held in trust for the Company or any Subsidiary Guarantor benefit of, the Holders of Securities entitled to the Trustee or such Holder, benefit of this Guarantee, and shall forthwith be paid to the extent theretofore discharged, Trustee. The Guarantee shall be reinstated remain in full force and effect. Each Subsidiary Guarantor agrees it shall not effect and continue to be entitled to effective should any right petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of subrogation in relation creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatfullest extent permitted by law, continue to be effective or be reinstated, as between each Subsidiary Guarantorthe case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the one handSecurities, and whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the Holders and the Trusteeevent that any payment or any part thereof, on the other handis rescinded, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six reduced, restored or returned, for the purposes of this the amounts due under the Guarantee, notwithstanding any staythe Securities shall, injunction to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteereturned.

Unconditional Guarantee. Each Subsidiary Guarantor herebyGuarantor, jointly and severallyif any, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as guarantees in accordance with the “Guarantee”)provisions of Section 4.11, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the due and punctual payment of Securities that: (i) the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, otherwise and interest on the overdue principal of, premiumprincipal, if any, and interest on the Securitiesany interest, to the extent lawful, of the Securities to the Holders or the Trustee will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities, 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03. Each Subsidiary Guarantor Guarantor, if any, hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor Guarantor, if any, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this its Subsidiary Guarantee. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Subsidiary Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any such Subsidiary Guarantor, any amount paid by the Company Issuers or any such Subsidiary Guarantor to the Trustee or such HolderSecurityholder, this Guarantee, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each it and all other Subsidiary GuarantorGuarantors, 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 Six VI for the purposes of this Guarantee, a Subsidiary Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SixVI, such obligations (whether or not due and payable) shall forthwith become due and payable by each the Subsidiary Guarantor Guarantors for the purpose of this Guaranteethe Subsidiary Guarantees.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and to delivered by the Trustee the due and punctual payment of the principal ofPrincipal Amount at Maturity, premiumInitial Accreted Principal Amount, Issue Discount, Restated Principal Amount, Redemption Price, Purchase Price, Change of Control Purchase Price, contingent interest, if any, and interest on payable pursuant to Article 10, if any, and the Securities cash and all other amounts the cash equivalent of the Common Stock, if any, due upon a conversion pursuant to Article 11, with respect to the Securities, when and as the same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturity, by acceleration, redemption, repurchase redemption or otherwise, includingin accordance with the terms of such Security and of this Indenture, without limitationregardless of any defense, right of set-off or counterclaim which the Company may have or assert, other than the defense of payment. The Guarantor's obligations under the Guarantee are several and independent of the obligations of the Company with respect to the Securities. In case of the failure of the Company punctually to pay any Principal Amount at Maturity, Initial Accreted Principal Amount, Issue Discount, Restated Principal Amount, Redemption Price, Purchase Price, Change of Control Purchase Price, contingent interest, if any, interest on the overdue principal of, premiumpayable pursuant to Article 10, if any, and interest on the Securitiescash and the cash equivalent of the Common Stock, if any, due upon a conversion pursuant to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reasonArticle 11, the Subsidiary Guarantors will Guarantor hereby agrees to cause any such payment to be jointly made punctually when and severally obligated to pay as the same immediatelyshall become due and payable, whether at maturity, upon acceleration, redemption or otherwise, and as if such payment were made by the Company. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto by any the Holder of such Security or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this the Guarantee will not be discharged except by payment in full of the Principal Amount at Maturity, Initial Accreted Principal Amount, Issue Discount, Restated Principal Amount, Redemption Price, Purchase Price, Change of Control Purchase Price, contingent interest, if any, interest payable pursuant to Article 10, if any, and the cash and the cash equivalent of the Common Stock, if any, due upon a conversion pursuant to Article 11, and the complete performance of the all other obligations contained in the Securities, this Indenture and . The Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in this Guarantee. If respect of any amounts paid to such Holder or by the Trustee is required by any court or otherwise to return Guarantor pursuant to the Companyprovisions of the Guarantee; provided, any Subsidiary Guarantorhowever, that the Guarantor shall not be entitled to enforce, or to receive any custodianpayments arising out of or based upon, trusteesuch right of subrogation until the Principal Amount at Maturity, liquidator or other similar official acting Initial Accreted Principal Amount, Issue Discount, Restated Principal Amount, Redemption Price, Purchase Price, Change of Control Purchase Price, contingent interest, if any, interest payable pursuant to Article 10, if any, and the cash and the cash equivalent of the Common Stock, if any, due upon a conversion pursuant to Article 11, required with respect to, all Securities of the same series shall have been paid in relation full. Notwithstanding anything to the Company or contrary contained herein, if following any Subsidiary Guarantor, any amount paid payment of amounts due under the Security by the Company or any Subsidiary Guarantor to the Trustee or Holders thereof it is determined by a final decision of a court of competent jurisdiction that such Holderpayment 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, this Guarantee, then and to the extent theretofore discharged, of such repayment the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Person who is or becomes a Guarantor herebypursuant to Section 4.05 of this Indenture shall hereby unconditionally, jointly and severally, fully and unconditionally guaranteesguarantee (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the “a "Guarantee”), ") to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.17) authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal ofof and interest on such Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal of and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the any overdue principal of, premiuminterest on such Notes, if any, if lawful, and interest on all other obligations of the Securities, Company to the extent lawfulHolders or the Trustee hereunder or under such Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes (including any Additional Notes upon issuance in accordance with Section 2.17) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities such Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes (including any Additional Notes upon issuance in accordance with Section 2.17), this Indenture Indenture, and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official Custodian acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guaranteesguarantees (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the a “Guarantee”), ) to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.04. Each Subsidiary Guarantor hereby agrees that that, to the extent permitted by law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each For value received, each Subsidiary Guarantor herebyhereby fully, jointly irrevocably, unconditionally and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee absolutely guarantees to be referred to herein as the “Guarantee”), to each Holder Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities of the Affected Series and all other amounts due and payable under this Indenture and the Securities of the Affected Series by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, Partnership (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or the Holders in connection with the enforcement of this Indenture and the Subsidiary Guarantees) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, and interest on and such other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of the terms hereof Securities of the Affected Series and thereof; subject, however, to this Indenture. The guarantees by the limitations Subsidiary Guarantors set forth in Section 10.05this Article XVI are referred to herein as the “Subsidiary Guarantees.” Without limiting the generality of the foregoing, the Subsidiary Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Partnership under this Indenture and the Securities of the Affected Series but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Partnership. Failing payment when due of any amount so guaranteed pursuant to the Subsidiary Guarantees, for whatever reason, the each Subsidiary Guarantors Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Subsidiary Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Subsidiary Guarantor and will rank pari passu in right of payment with all indebtedness of such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities of the Affected Series, the Subsidiary Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on any Securities of the Affected Series or any other amounts payable under this Indenture and the Securities of the Affected Series by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 507 hereof, by the Holders, on the terms and conditions set forth in this Indenture, directly against each Subsidiary Guarantor to enforce its Subsidiary Guarantees without first proceeding against the Partnership. To the fullest extent permitted by applicable law, the obligations of each Subsidiary Guarantor under this Article XVI shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor contained in any of the Securities of the Affected Series or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantor, the Affiliate Guarantor, any Subsidiary Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Partnership, the Guarantor, the Affiliate Guarantor, any Subsidiary Guarantor or the Trustee of any rights or remedies under any of the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of the Securities, including all or any part of the rights of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor under this Indenture, (v) the extension of the time for payment by the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor or any of their respective assets, or the disaffirmance of any of the Securities, any of the Subsidiary Guarantees, the Affiliate Guarantee, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of the Securities, the Subsidiary Guarantees, the Affiliate Guarantee, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Partnership, the Guarantor, the Affiliate Guarantor or any Subsidiary Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership, the Guarantor, the Affiliate Guarantor or any right to require a proceeding first against the CompanySubsidiary Guarantor, protest, notice and all demands whatsoever and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Subsidiary Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each Holder of the Securities of the Affected Series without notice to them and (iii) covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuarantees. Each Subsidiary Guarantor further agrees thatthat to the fullest extent permitted by applicable law, as between if at any time all or any part of any payment theretofore applied by any Person to each Subsidiary Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of such Subsidiary Guarantor, on such Subsidiary Guarantee shall, to the one handextent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and such Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders and the TrusteeTrustee against the Partnership in respect of any amounts paid by the Subsidiary Guarantor pursuant to the provisions of this Indenture; provided, however, that such Subsidiary Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities of the Affected Series until all of the Securities of the Affected Series and the Subsidiary Guarantees thereof shall have been indefeasibly paid in full or discharged. A director, officer, employee or stockholder, as such, of a Subsidiary Guarantor shall not have any liability for any obligations of such Subsidiary Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this Article XVI and the Subsidiary Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other handor further exercise thereof, (x) or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article XVI shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect Securities of the obligations guaranteed hereby, and (y) in the event of Affected Series pursuant to Article V or to pursue any acceleration of such obligations as provided in Article Six, such obligations (whether rights or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeremedies hereunder or under applicable law.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes (to the extent permitted by applicable law) and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes purpose of this each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations Obligations as provided in Article Six6, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor hereby(a) Subject to the provisions of this Article IX, each of the First Priority Guarantors hereby jointly and severally, fully unconditionally, and unconditionally irrevocably guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each First Priority Holder and to the First Priority Indenture Trustee and the First Priority Collateral Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this First Priority Indenture, the First Priority Securities, or any other First Priority Document, or the obligations of the Company or any other First Priority Guarantor under this First Priority Indenture, the First Priority Securities, or any other First Priority Document: (x) the due and punctual payment of the principal of, premium, if any, and interest (including Additional Amounts, if any) on the First Priority Securities when and all other amounts as the same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturity, upon Redemption or repurchase, by acceleration, redemption, repurchase or otherwise, including, without limitation, (y) the due and punctual payment of interest on the overdue principal of, premiumand (to the extent permitted by law) interest, if any, and interest on the SecuritiesFirst Priority Securities (and any Additional Amounts related thereto), and (z) the due and punctual payment and performance of all other First Priority Obligations and all other obligations of the Company and all other obligations of the other First Priority Guarantors (including without limitation under the First Priority Guarantees) in, each case, to the extent lawfulFirst Priority Holders, the First Priority Indenture Trustee, or the First Priority Collateral Trustee under this First Priority Indenture, the First Priority Securities, or any other First Priority Document (including amounts due the First Priority Indenture Trustee under Section 6.7 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “First Priority Guarantee Obligations”); subjectand (b) in case of any extension of time of payment or renewal or refinancing of any First Priority Securities or any of such other obligations described in clause (a) of this Section 9.1, howeverthe due and punctual payment and performance of all First Priority Guarantee Obligations in accordance with the terms of the extension, renewal, or refinancing, whether at maturity, upon redemption or repurchase, by acceleration, or otherwise. Upon any failure to the limitations set forth in Section 10.05. Failing make payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligations of the Company or any other First Priority Guarantor to the First Priority Holders or the First Priority Indenture Trustee or the First Priority Collateral Trustee or their respective successors and assigns under this First Priority Indenture or under the First Priority Securities or any other First Priority Document, for whatever reason, the Subsidiary Guarantors will each First Priority Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective A Default or Event of the validity, regularity or enforceability of the Securities or Default under this First Priority Indenture, the absence of any action to enforce the sameFirst Priority Securities, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise First Priority Document shall constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the an event of insolvency or bankruptcy default under each and all of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one handFirst Priority Guarantees, and shall entitle the First Priority Holders and the Trustee, on First Priority Indenture Trustee to accelerate the other hand, (x) the maturity obligations of the First Priority Guarantors thereunder in the same manner and to the same extent as the obligations guaranteed hereby of the Company may be accelerated as provided in Article Six for hereunder and under the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this GuaranteeFirst Priority Securities.

Unconditional Guarantee. Each Subsidiary For value received, the Guarantor herebyhereby fully, jointly irrevocably, unconditionally and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee absolutely guarantees to be referred to herein as the “Guarantee”), to each Holder Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, Partnership (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or the Holders in connection with the enforcement of this Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, and interest on and such other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of the terms hereof Securities and thereof; subject, however, to this Indenture. The guarantees by the limitations Guarantor set forth in Section 10.05this Article XIV are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Partnership under this Indenture and the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Partnership. Failing payment when due of any amount so guaranteed pursuant to the Guarantees, for whatever reason, the Subsidiary Guarantors Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Subsidiary Guarantee hereunder is intended to be a general, unsecured, subordinated obligation of the Guarantor and will be subordinated in right of payment with all Guarantor Senior Debt of the Guarantor. The Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Securities, the Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of any series or any other amounts payable under this Indenture and the Securities by the Partnership, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 507 hereof, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantees without first proceeding against the Partnership. To the fullest extent permitted by applicable law, the obligations of the Guarantor under this Article XIV shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Partnership or the Guarantor contained in any of the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Partnership, the Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Partnership, the Guarantor or the Trustee of any rights or remedies under any of the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of the Securities, including all or any part of the rights of the Partnership or the Guarantor under this Indenture, (v) the extension of the time for payment by the Partnership or the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the Partnership or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Partnership or the Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Partnership or any of the Guarantor or any of their respective assets, or the disaffirmance of any of the Securities, the Guarantees or this Indenture in any such proceeding, (viii) the release or discharge of the Partnership or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of the Securities, the Guarantees or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Partnership or the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Guarantor. To the fullest extent permitted by applicable law, the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyPartnership or the Guarantor, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantees may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantees without notice to them and (iii) covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in Guarantees. The Guarantor further agrees that to the Securitiesfullest extent permitted by applicable law, this Indenture and in this Guarantee. If if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to any Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including without limitation, the Companyinsolvency, any Subsidiary bankruptcy or reorganization of the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantees shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantor shall be reinstated subrogated to all rights of the Holders and the Trustee against the Partnership in full force and effect. Each Subsidiary respect of any amounts paid by the Guarantor agrees it pursuant to the provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities until all of the Securities and the Guarantees thereof shall have been indefeasibly paid in relation to full or discharged. A director, officer, employee or stockholder, as such, of the Holders Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of any or by reason of such obligations guaranteed hereby until payment or their creation. No failure to exercise and no delay in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorexercising, on the one handpart of the Trustee or the Holders, any right, power, privilege or remedy under this Article XIV and the Guarantees shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article XIV shall limit the right of the Trustee or the Holders and the Trustee, on the other hand, (x) to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Securities pursuant to Article Six for the purposes of this Guarantee, notwithstanding V or to pursue any stay, injunction rights or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether remedies hereunder or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeunder applicable law.

Unconditional Guarantee. Each Subsidiary For value received, the Guarantor herebyhereby fully, jointly irrevocably, unconditionally and severally, fully and unconditionally guarantees, absolutely guarantees to the Holders of Securities of each series to which this Article Fourteen has been made applicable as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder provided in Section 3.1(22) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities such Securities, and all other amounts due and payable under this Indenture and the such Securities by the Company whether at maturity, by acceleration, redemption, repurchase to the Trustee or otherwise, such Holders (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or such Holders in connection with the enforcement of this Indenture and the Guarantee) (collectively, the "Indenture Obligations"), when and as such principal, premium, if any, interest, if any, and interest on other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of such Securities and this Indenture. The guarantees by the terms hereof and thereof; subject, however, to the limitations Guarantor set forth in Section 10.05this Article Fourteen are referred to herein as the "Guarantee." Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under this Indenture and such Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, the Subsidiary Guarantors Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). Each Subsidiary The Guarantee hereunder is intended to be a general, unsecured, subordinated obligation of the Guarantor and will be subordinated in right of payment to all Guarantor Senior Debt. The Guarantor hereby agrees that that, to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Securities, the Securities Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture and such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of the Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or the Guarantor contained in any of such Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, the Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Securities, including all or any part of the rights of the Company or the Guarantor under this Indenture, (v) the extension of the time for payment by the Company or the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Securities or this Indenture or of the time for performance by the Company or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or the Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or the Guarantor or any of their respective assets, or the disaffirmance of any of such Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Securities, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Guarantor. To the fullest extent permitted by applicable law, the Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or the Guarantor, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoever, (ii) 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 them and (iii) covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If To the fullest extent permitted by applicable law, the Guarantor further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to any Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including without limitation, the Companyinsolvency, any Subsidiary bankruptcy or reorganization of the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. The Guarantor shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each Subsidiary respect of any amounts paid by the Guarantor agrees it pursuant to the provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of such Securities until all of such Securities and the Guarantee shall have been indefeasibly paid in relation to full or discharged. A director, officer, employee or stockholder, as such, of the Holders Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of any or by reason of such obligations guaranteed hereby until payment or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorexercising, on the one handpart of the Trustee or the Holders, any right, power, privilege or remedy under this Article Fourteen and the Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article Fourteen shall limit the right of the Trustee or the Holders and the Trustee, on the other hand, (x) to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in such Securities pursuant to Article Six for the purposes of this Guarantee, notwithstanding Five or to pursue any stay, injunction rights or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether remedies hereunder or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeunder applicable law.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “Subsidiary Guarantee”), ) to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05this Article Eleven and Article Twelve. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of paymentpayments, 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 this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations Obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantee of each Subsidiary Guarantor herein shall be, in the manner and to the extent set forth in Article Twelve, subordinated in right of payment to the prior payment when due of the principal of, premium, if any, accrued and unpaid interest and all other amounts owing on all existing and future Senior Debt of such Subsidiary Guarantor and of the Company, as the case may be, and senior to the right of payment of principal of, premium, if any, and accrued and unpaid interest on all existing and future subordinated Indebtedness of such Subsidiary Guarantor that is subordinated in right of payment to the Notes or the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyFor value received, jointly each of the Guarantors hereby fully, irrevocably, unconditionally and severally, fully and unconditionally guarantees, absolutely guarantees to the Holders of Securities of each series to which this Article Fourteen has been made applicable as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities such Securities, and all other amounts due and payable under this Indenture and the such Securities by the Company whether at maturity, by acceleration, redemption, repurchase to the Trustee or otherwise, such Holders (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or such Holders in connection with the enforcement of this Indenture and the Guarantee) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, interest, if any, and interest on other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of such Securities and this Indenture. The guarantees by the terms hereof and thereof; subject, however, to the limitations Guarantors set forth in Section 10.05this Article Fourteen are referred to herein as the “Guarantee.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under this Indenture and such Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, the Subsidiary Guarantors each Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee of such Guarantor. Each Subsidiary Guarantor hereby agrees that that, to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Securities, the Securities Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture and such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any Guarantor contained in any of such Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Securities, including all or any part of the rights of the Company or any Guarantor under this Indenture, (v) the extension of the time for payment by the Company or any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Securities or this Indenture or of the time for performance by the Company or any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or any Guarantor or any of their respective assets, or the disaffirmance of any of such Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Securities, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or such Guarantor, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoever, (ii) 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 them and (iii) covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to any Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including without limitation, the Companyinsolvency, bankruptcy or reorganization of any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. Each Guarantor shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each Subsidiary respect of any amounts paid by such Guarantor agrees it pursuant to the provisions of this Indenture; provided, 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 with respect to any of such Securities until all of such Securities and the Guarantee shall have been indefeasibly paid in relation to full or discharged. A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Holders Guarantor under this Indenture or for any claim based on, in respect of any or by reason of such obligations guaranteed hereby until payment or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorexercising, on the one handpart of the Trustee or the Holders, any right, power, privilege or remedy under this Article Fourteen and the Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article Fourteen shall limit the right of the Trustee or the Holders and the Trustee, on the other hand, (x) to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in such Securities pursuant to Article Six for the purposes of this Guarantee, notwithstanding Five or to pursue any stay, injunction rights or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether remedies hereunder or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeunder applicable law.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security and Coupons, if any, appertaining thereto authenticated and delivered by the Trustee and to the Trustee Trustee, the due and punctual payment of the principal of, premiumsinking fund payment, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on such Security and Coupons, if any, appertaining thereto, net of any taxes required to be withheld, when and as the Securitiessame shall become due and payable, to the extent lawfulwhether by declaration thereof or otherwise, all in accordance with the terms hereof of such Security or Coupons, if any, appertaining thereto and thereof; subject, however, to of this Indenture. In case of default by the limitations set forth Company in Section 10.05. Failing the payment when due of any amount so guaranteed for whatever reasonsuch principal, sinking fund payment, premium or interest, the Subsidiary Guarantors will be jointly Guarantor agrees duly and severally obligated punctually to pay the same immediatelysame. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder or under any Guarantee shall be unconditional, absolute and unconditional irrespective of the validityany invalidity, regularity irregularity or enforceability unenforceability of the Securities any such Security, or Coupons, if any, appertaining thereto or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security, or Coupons, if any, appertaining thereto or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Securities Company with respect to any provisions hereof thereto by the holder of such Security, or thereofCoupons, if any, appertaining thereto or the recovery of any judgment against the CompanyTrustee, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestprotest or notice with respect to any such Security, notice or Coupons, if any, appertaining thereto or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this its obligation hereunder or under any Guarantee will not be discharged as to any such Security, or Coupons, if any, appertaining thereto except by complete performance payment in full of the obligations contained in principal thereof and premium, if any, and interest thereon. The Guarantor shall be subrogated to all rights of the Securitiesholder of any Security and Coupons, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Companyif any, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to appertaining thereto against the Company or in respect of any Subsidiary Guarantor, any amount amounts paid by the Company or any Subsidiary Guarantor pursuant to the Trustee or such Holderprovisions of any Guarantee; provided, this Guaranteehowever, to that the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest then due on all Securities and Coupons, if any, appertaining thereto shall have been paid in relation full. The Guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security, or Coupons, if any, appertaining thereto until the Holders in respect certificate of any obligations guaranteed hereby until payment in full authentication on such Security, or Coupons, if any, appertaining thereto shall have been signed by the Trustee. The rights and claims of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, Trustee and the Holders of Securities and Coupons, if any, appertaining thereto against the Trustee, on Guarantor under this Section 3.12 will be subordinated to the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as extent provided in Article Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.Section 12.04. 55 - 45 -

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guaranteesGuarantees (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the a “Subsidiary Guarantee”), ) to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, if any, of and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on any overdue interest on the Securities, Additional Interest and Post-Petition Interest and all other obligations of the Company to the extent lawfulHolders or the Trustee hereunder or under the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six for the purposes purpose of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary If, pursuant to Section 301, provision is made for the Guarantee of the Securities of any series by the Guarantor, then provisions of this Article Fourteen, with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities, shall apply to such Securities. The Guarantor hereby, jointly and severally, hereby fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security of each series authenticated and to delivered by the Trustee the due and punctual payment of the principal ofof (including any amount due in respect of original issue discount), premium, if any, and interest on in respect of each Security (and any Additional Amounts payable in respect thereof) and the Securities and all other amounts due and payable under this Indenture punctual payment of any sinking fund payments provided for pursuant to terms of such Security, when and as the Securities by the Company same shall become due and payable, whether at maturitythe Stated Maturity, by declaration of acceleration, redemption, repurchase call for redemption or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof of such Security and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence regardless of any action defense, right of set-off or counterclaim that the Guarantor may have or assert, except the defense of payment. The Guarantor's obligation to enforce the same, any waiver or consent make a payment under this Article Fourteen may be satisfied by any Holder direct payment of the Securities with respect required amounts by the Guarantor to any provisions hereof the Holders or thereofby causing the Company to pay such amounts to the Holders. To the extent permitted under applicable law, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If if any Holder or the Trustee is required by a final non-appealable judgment of any court or otherwise to return to either the Company, any Subsidiary Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by either the Company or any Subsidiary the Guarantor to such Holder or the Trustee or such HolderTrustee, this any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to To the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary extent permitted under applicable law, the Guarantor further agrees that, as between each Subsidiary the 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 Six Five for the purposes purpose of this any Guarantee, notwithstanding any stay, injunction injunction, or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SixFive, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary the Guarantor for the purpose of any Guarantee. No past, present or future stockholder, officer, director, employee, or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this GuaranteeSection 1401 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantee set forth in this Section 1401 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been authenticated by or on behalf of the Trustee by manual signature.

Unconditional Guarantee. Each Subsidiary Guarantor herebywho becomes a party to this Indenture hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary such Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary such Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture Indenture, and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyFor value received, jointly each of the Guarantors hereby fully, irrevocably, unconditionally and severally, fully and unconditionally guarantees, absolutely guarantees to the Holders of Securities of each series to which this Article Fourteen has been made applicable as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder provided in Section 3.1(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities such Securities, and all other amounts due and payable under this Indenture and the such Securities by the Company whether at maturity, by acceleration, redemption, repurchase to the Trustee or otherwise, such Holders (including, without limitation, interest on all costs and expenses (including reasonable legal fees and disbursements) incurred by the overdue principal ofTrustee or such Holders in connection with the enforcement of this Indenture and the Guarantee) (collectively, the “Indenture Obligations”), when and as such principal, premium, if any, interest, if any, and interest on other amounts shall become due and payable, whether at the SecuritiesStated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the extent lawful, all in accordance with terms of such Securities and this Indenture. The guarantees by the terms hereof and thereof; subject, however, to the limitations Guarantors set forth in Section 10.05this Article Fourteen are referred to herein as the “Guarantee.” Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company to the Trustee or such Holders under this Indenture and such Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, the Subsidiary Guarantors each Guarantor will be jointly and severally obligated (to the fullest extent permitted by applicable law) to pay the same immediatelyimmediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantee hereunder is intended to be a general, unsecured, subordinated obligation of each Guarantor and will be subordinated in right of payment to all Guarantor Senior Debt. Each Subsidiary Guarantor hereby agrees that that, to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditionalfull, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of such Securities, the Securities Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on such Securities, or any other amounts payable under this Indenture and such Securities by the Company to the Trustee or the Holders thereof, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of such Holders or, subject to Section 5.7 hereof, by such Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company. To the fullest extent permitted by applicable law, the obligations of each Guarantor under this Article Fourteen shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any Guarantor contained in any of such Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, any Guarantor or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such Holder of any rights or remedies under any of such Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of such Securities, including all or any part of the rights of the Company or any Guarantor under this Indenture, (v) the extension of the time for payment by the Company or any Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of such Securities or this Indenture or of the time for performance by the Company or any Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any Guarantor set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the Company or any Guarantor or any of their respective assets, or the disaffirmance of any of such Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or any Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Securities, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or any Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the CompanyCompany or such Guarantor, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and notices whatsoever, (ii) 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 them and (iii) covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If To the fullest extent permitted by applicable law, each Guarantor further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court Person to any Guarantee is, or otherwise to return to must be, rescinded or returned for any reason whatsoever, including without limitation, the Companyinsolvency, bankruptcy or reorganization of any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. Each Guarantor shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each Subsidiary respect of any amounts paid by such Guarantor agrees it pursuant to the provisions of this Indenture; provided, 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 with respect to any of such Securities until all of such Securities and the Guarantee shall have been indefeasibly paid in relation to full or discharged. A director, officer, employee or stockholder, as such, of a Guarantor shall not have any liability for any obligations of the Holders Guarantor under this Indenture or for any claim based on, in respect of any or by reason of such obligations guaranteed hereby until payment or their creation. To the fullest extent permitted by applicable law, no failure to exercise and no delay in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorexercising, on the one handpart of the Trustee or the Holders, any right, power, privilege or remedy under this Article Fourteen and the Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article Fourteen shall limit the right of the Trustee or the Holders and the Trustee, on the other hand, (x) to take any action to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in such Securities pursuant to Article Six for the purposes of this Guarantee, notwithstanding Five or to pursue any stay, injunction rights or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether remedies hereunder or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteeunder applicable law.

Unconditional Guarantee. (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, guarantees as principal a primary obligor and not only as a surety (such guarantee to be referred to herein as the “"Guarantee”), ") to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the due Senior Notes and punctual payment the obligations of Publishing hereunder or thereunder, that: (i) the principal ofof and interest on the Senior 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 Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, any interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, of the Senior Notes and all other obligations of Publishing to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Senior Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.05. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Senior Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Senior Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPublishing, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPublishing, any right to require a proceeding first against the CompanyPublishing, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesSenior Notes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.this

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder and to the Trustee the due full and punctual prompt payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company Issuers whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; thereof (subject, however, to the limitations set forth in Section 10.0510.5). Each Subsidiary Guarantee shall be an unsecured general obligation of the Subsidiary Guarantor and rank senior in right of payment to all existing and future subordinated indebtedness of the Subsidiary Guarantor and pari passu in right of payment to all existing and future senior indebtedness of the Subsidiary Guarantor. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder pursuant to its Subsidiary Guarantee shall be unconditional, unconditional irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the Notes, the obligations of the Issuers under this Indenture or the Notes or any other Subsidiary Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers or any other Subsidiary Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorany Subsidiary Guarantor. Each Subsidiary Guarantor Guarantor, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the CompanyIssuers or any other Subsidiary Guarantor, protest, notice, notice of intent to accelerate, notice of acceleration and all demands whatsoever and covenants that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this its Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any Subsidiary Guarantor, any amount paid by the Company Issuers or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xa) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article Six6 of the Indenture and subject to the rescission thereof as provided therein, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. Each Subsidiary Guarantor agrees that this is a guarantee of payment not a guarantee or collection.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “"Subsidiary Guarantee”), ") to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05this Article Eleven and Article Twelve. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of paymentpayments, 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 this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantee of each Subsidiary Guarantor herein shall be, in the manner and to the extent set forth in Article Twelve, subordinated in right of payment to the prior payment when due of the principal of, premium, if any, accrued and unpaid interest and all other amounts owing on all existing and future Senior Debt of such Subsidiary Guarantor and of the Company, as the case may be, and senior to the right of payment of principal <PAGE> 64 of, premium, if any, and accrued and unpaid interest on all existing and future Subordinated Indebtedness of such Subsidiary Guarantor that is subordinated in right of payment to the Notes or the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee 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, (i) the due prompt payment and punctual payment performance of the principal ofObligations when due, premiumsubject to any applicable grace period, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase acceleration or otherwise, includingand (ii) in case of any extension of time of payment or renewal of any Notes or of any other Obligations, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all same will be promptly paid in full when due or performed in accordance with the terms hereof and thereof; of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.4. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any Subsidiary Guarantor, any amount paid by the Company Issuers or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, to the extent permitted by applicable law, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six VI for the purposes of this 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 acceleration of such obligations Obligations as provided in Article SixVI, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes purpose of this each 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 acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10. Each Guarantor shall at all times remain a wholly-owned Subsidiary of the Company for so long as such Guarantor remains a Subsidiary of the Company, except with respect to a non wholly-owned Subsidiary of the Company as of the Issue Date or acquired after the Issue Date; provided, that the minority interest of such non wholly-owned Subsidiary shall at no time be greater than the minority interest on the Issue Date or the date of acquisition, as applicable.

Unconditional Guarantee. Each Subsidiary Subject to the provisions of Article Twelve, each Person who becomes a Guarantor herebypursuant to Section 4.14 of this Indenture shall hereby unconditionally, jointly and severally, fully and unconditionally guaranteesguarantee (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the “a "Guarantee”), ") to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and 56 -55- 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 purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any) and interest on each Series of Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on each Series of Securities and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Indenture or such Series of Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of each Series of Securities, of the Securities Indenture or this Indentureof any Series of Securities, the absence of any action to enforce the same, any waiver or consent by any Holder of any Series of Securities or the Securities Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteeeach Series of Securities. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.the

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Note Guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at the Maturity Date, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes, if lawful, and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuer to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03 hereof. Each Subsidiary Guarantor hereby agrees that to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary To the maximum extent permitted under applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Note Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guaranteethe Security Documents. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, to the maximum extent permitted under applicable law, as between each Subsidiary a 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 Six 6 hereof for the purposes purpose of this each Note 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 acceleration of such obligations as provided in Article Six6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Note Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “"Guarantee”), ") to each Holder of the Lenders and to the Trustee the due Agent and punctual payment of their respective successors and assigns, that the principal ofof and interest and Prepayment Premium on the Loans will be promptly paid in full when due, premiumwhether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securitiesany interest, to the extent lawful, of the Loans and all other obligations of the Company to the Lenders or the Agent hereunder or thereunder (including the Obligations) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately9.4. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Loans or this IndentureAgreement or any other Loan Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lenders with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations (including, without limitation, payment of all Obligations) contained in the SecuritiesLoans, this Indenture Agreement, the other Loan Documents and in this Guarantee. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee Agent or such HolderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Section 7 for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.such

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium (if any) and interest on, and Liquidated Damages and all other obligations with respect to, the Notes and under this Indenture will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (with all of the foregoing being collectively called the "Guaranteed Obligations"); subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Company or any Subsidiary Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary a Guarantor, any amount paid by the Company or any Subsidiary a Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary such Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal primary obligor and not only merely as surety (such guarantee to be referred to herein as the “"Subsidiary Guarantee”"), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities Notes and all other amounts due and payable under this Indenture and the Securities Notes by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the SecuritiesNotes, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05this Article Eleven and Article Twelve hereof. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of paymentpayments, 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 this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantee of each Subsidiary Guarantor herein shall be, in the manner and to the extent set forth in Article Twelve hereof, subordinated in right of payment to the prior payment when due of the principal of, premium, if any, accrued and unpaid interest and all other amounts owing on all existing and future Senior Debt of such Subsidiary Guarantor and of the Company, as the case may be, and senior to the right of payment of principal of, premium, if any, and accrued and unpaid interest on all existing and future subordinated Indebtedness of such Subsidiary Guarantor that is subordinated in right of payment to the Notes or the Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “"Guarantee”"), subject to Section 11, to each Holder of the Lenders and to the Trustee the due Agents and punctual payment of their respective successors and assigns that (i) the principal ofof and interest on the Loans 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 Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premiumany interest, if any, and interest on the Securities, to the extent lawful, of the Loans and all other obligations of the Company to the Lenders or the Agents hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Loans or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.5. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lenders with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesLoans, this Indenture Agreement and in this Guarantee. If any Holder Lender or the Trustee is Agents are required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the -126- Company or any Subsidiary Guarantor to the Trustee Agents or such HolderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgents, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Section 7 for the purposes of this 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 acceleration of such obligations as provided in Article SixSection 7, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Any Guarantor herebywill unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder of a Senior Subordinated Notes authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premiuminterest and Liquidated Damages, if any, on the Senior Subordinated Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Senior Subordinated Notes and all other amounts due and payable under this Indenture and obligations of the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, Issuers to the extent lawfulHolders or the Trustee hereunder or under the Senior Subordinated Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.0511.3. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors Any Guarantor will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Senior Subordinated Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Senior Subordinated Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Any Guarantor hereby waives will waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee each Senior Subordinated Note Guarantee, as the case may be, will not be discharged except by complete performance of the obligations contained in the Securities, Senior Subordinated Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, an Issuer or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company an Issuer or any Subsidiary Guarantor, any amount paid by the Company an Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this each Senior Subordinated Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Any Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees will agree that, as between each Subsidiary any 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 Six 6 for the purposes purpose of this each Senior Subordinated Note 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 acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary any Guarantor for the purpose of this each Senior Subordinated Note Guarantee.

Unconditional Guarantee. (a) Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully guarantees (each, a "GUARANTEE") to GOF and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment any other holders of Senior Subordinated Notes that the principal of, premiuminterest on and all other amounts owing in respect of the Senior Subordinated Notes will be promptly paid in full when due, if anysubject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on any overdue interest on the overdue principal of, premium, if any, and interest on the Securities, Senior Subordinated to the extent lawful, and all other obligations of the Borrower to GOF and its successors and assigns under the Senior Subordinated Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereofthereof (all of the foregoing being hereinafter called the "GUARANTEE OBLIGATIONS"); subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediatelySECTION 3.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Senior Subordinated Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities GOF or its successors or assigns with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the CompanyBorrower, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained continued in the SecuritiesSenior Subordinated Notes, this Indenture Agreement, and in this Guarantee. If any Holder GOF or the Trustee its successors or assigns is required by any court or otherwise to return to the CompanyBorrower, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Borrower or any Subsidiary Guarantor, any amount paid by the Company Borrower or any Subsidiary Guarantor to the Trustee GOF or such Holdersuccessor or assign, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders GOF and the Trusteeits successors and assigns, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six VII for the purposes purpose of this 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 acceleration of such obligations as provided in Article SixVII, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee. Each Guarantor further agrees that the Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article III notwithstanding any extension or renewal of any Guarantee Obligation.

Unconditional Guarantee. Each Subsidiary Guarantor herebywho becomes a party to this Indenture hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, if any, and interest (including Additional Interest) on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and, to the extent permitted by law, interest on any overdue interest (including Additional Interest) on the Securities and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.04. Each Subsidiary such Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary such Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture Indenture, and in this such Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes purpose of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “"Guarantee”), ") to each Holder of the Lenders and to the Trustee the due Collateral Agent and punctual payment of their respective successors and assigns, that: (i) the principal ofof and interest on the Loans 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 Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securitiesany interest, to the extent lawful, of the Loans and all other obligations of the Borrower to the Lenders or the Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Loans or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately9.5. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Lenders with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the Company106 99 Borrower, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesLoans, this Indenture Agreement and in this Guarantee. If any Holder Lender or the Trustee Collateral Agent is required by any court or otherwise to return to the CompanyBorrower, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Borrower or any Subsidiary Guarantor, any amount paid by the Company Borrower or any Subsidiary Guarantor to the Trustee Collateral Agent or such HolderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders Lenders and the TrusteeCollateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six Section 7 for the purposes of this 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 acceleration of such obligations as provided in Article SixSection 7, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full ful force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes purpose of this each 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 acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees [[NYCORP:2551417v7:3642W:11/08/05--03:56 p]] 45 that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, fully unconditionally and unconditionally irrevocably guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), on a senior subordinated basis to each Holder of a 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 Securities or the obligations of Casella or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Securities when and all other amounts as the same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturity, upon redemption or repurchase, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, (y) the due and punctual payment of interest on the overdue principal of, premiumand (to the extent permitted by law) interest, if any, and interest on the SecuritiesSecurities of any series and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the other Guarantors (including under the Subsidiary Guarantees), in each case, to the extent lawfulHolders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); subjectand (b) in case of any extension of time of payment or renewal of Securities of any series or any of such other obligations, howeverthe due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, to the limitations set forth in Section 10.05whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of Casella to the Holders under this Indenture or under the Securities of any seriese, for whatever reason, the Subsidiary Guarantors will each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under the related Subsidiary Guarantees, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of Casella. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 same, whether or not a Subsidiary Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary 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 this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesSecurities of each series, this Indenture and in this Subsidiary Guarantee. This Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Casella or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or any Subsidiary such Guarantor, any amount paid by the Company Casella or any Subsidiary such Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary Holdings and each Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Issuers to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.0511.03. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly Holdings and severally obligated to pay the same immediately. Each Subsidiary each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Holdings or a guarantorGuarantor. Each Subsidiary Holdings and each Guarantor hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyan Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that this the Holdings Guarantee or the Guarantee, as the case may be, will not be discharged except by complete performance of the obligations contained in the Securities, Securities and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Companyan Issuer, Holdings, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company an Issuer, Holdings or any Subsidiary Guarantor, any amount paid by the Company an Issuer, Holdings or any Subsidiary Guarantor to the Trustee or such Holder, this the Holdings Guarantee and each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Holdings and each Guarantor further agrees agree that, as between each Subsidiary of Holdings or a 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 Six for the purposes purpose of this the Holdings Guarantee and each 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by Holdings and each Subsidiary Guarantor for the purpose of this the Holdings Guarantee and each Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyGuarantor, if any, that executes a supplemental indenture pursuant to Section 4.22, hereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that the principal of, premium, premium thereon (if any) and interest on the Notes and any other amounts owed hereunder will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the Securities overdue principal and interest on any overdue interest on the Notes and all other amounts due and payable under this Indenture and the Securities by obligations of the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulHolders or the Trustee hereunder or under the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.03. Each Subsidiary Guarantor Guarantor, if any, hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor Guarantor, if any, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, Notes and this Indenture and in this GuaranteeIndenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary a Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Six 6 for the purposes purpose of this each 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 acceleration of such obligations as provided in Article Six6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of each Guarantee. Each Guarantor, if any, also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this GuaranteeArticle 10.

Unconditional Guarantee. Each Subsidiary Guarantor Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally, fully unconditionally and unconditionally irrevocably guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), on a senior subordinated basis to each Holder of a 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 Securities or the obligations of Casella or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Securities when and all other amounts as the same shall become due and payable under this Indenture and the Securities by the Company payable, whether at maturity, upon redemption or repurchase, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, (y) the due and punctual payment of interest on the overdue principal of, premiumand (to the extent permitted by law) interest, if any, and interest on the SecuritiesSecurities of any series and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the other Guarantors (including under the Subsidiary Guarantees), in each case, to the extent lawfulHolders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); subjectand (b) in case of any extension of time of payment or renewal of Securities of any series or any of such other obligations, howeverthe due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, to the limitations set forth in Section 10.05whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any other obligation of Casella to the Holders under this Indenture or under the Securities of any series, for whatever reason, the Subsidiary Guarantors will each Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under the related Subsidiary Guarantees, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of Casella. Each Subsidiary Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 same, whether or not a Subsidiary Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary 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 this its Subsidiary Guarantee will shall not be discharged except by complete performance of the obligations contained in the SecuritiesSecurities of each series, this Indenture and in this Subsidiary Guarantee. This Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company, Casella or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or any Subsidiary such Guarantor, any amount paid by the Company Casella or any Subsidiary such Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor the Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal of, premium, premium thereon (if any) and interest on the Securities of each Series will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities of each Series and all other amounts due and payable obligations of the Company to the Holders or the Trustee hereunder or under this the Indenture and or the Securities by the Company whether at maturity, by acceleration, redemption, repurchase of such Series will be promptly paid in full or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawfulperformed, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of each Series or this of the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or any Series with respect to any provisions hereof hereof, of the Indenture or thereofof the Securities, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorthe Guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guaranteethe Securities of each Series. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary the Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.the

Unconditional Guarantee. Each Subsidiary Guarantor herebyagrees to unconditionally, jointly and severally, fully and unconditionally guaranteesguarantee, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”)on a senior unsecured basis, to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee the due and punctual payment of its successors and assigns, that: (i) the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption, repurchase acceleration or otherwise, including, without limitation, otherwise and interest on the overdue principal of, premiumprincipal, if any, and interest on the Securitiesany interest, to the extent lawful, of the Securities and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or of any such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately10.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this each Guarantee. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such HolderSecurityholder, this Guarantee, each Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this Guarantee, each 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this its Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Note and to the Trustee the due its successors and punctual payment of assigns that: (i) 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 Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securitiesany interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately11.05. Each Subsidiary Guarantor hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the SecuritiesNotes, this Indenture and in this Guarantee. If any Holder or the Trustee Noteholder is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such HolderNoteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each For value received, each of the Subsidiary Guarantor hereby, jointly and severally, Guarantors hereby fully and unconditionally guarantees, as principal obligor and not only as surety guarantees (such guarantee to be referred to herein as the “Subsidiary Guarantee”), ) to each Holder the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities Notes and all other amounts due and payable under this the Indenture and the Securities Notes by the Company whether at maturity(collectively, by accelerationthe “Obligations”), redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal ofwhen and as such principal, premium, if any, and interest on shall become due and payable, whether at the SecuritiesStated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the extent lawfulterms of the Notes and the Indenture, all in accordance with the terms hereof and thereof; subject, however, subject to the limitations set forth in Section 10.051603. Failing payment when due of any amount so guaranteed pursuant to its Subsidiary Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantors and will rank pari passu in right of payment with all debt of such Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities Notes, the Subsidiary Guarantee of any other Subsidiary Guarantor or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or any other Subsidiary Guarantor, or any action to enforce the same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Notes, whether at 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 607, by the Holders, on the terms and conditions set forth in the Indenture, directly against such Subsidiary Guarantor to enforce its Subsidiary Guarantee without first proceeding against the Company or any other Subsidiary Guarantor. The obligations of each of the Subsidiary Guarantors under this Article shall be as aforesaid full and unconditional and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (1) 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 other Subsidiary Guarantors contained in the Notes or the Indenture, (2) any impairment, modification, release or limitation of the liability of the Company, any of the other Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (3) the assertion or exercise by the Company, any of the other Subsidiary Guarantors or the Trustee of any rights or remedies under the Notes or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (4) the assignment or the purported assignment of any property as security for the Notes, including all or any part of the rights of the Company or any of the other Subsidiary Guarantors under the Indenture, (5) the extension of the time for payment by the Company or any of the other Subsidiary Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Notes or the Indenture or of the time for performance by the Company or any of the other Subsidiary Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (6) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the other Subsidiary Guarantors set forth in the Indenture, (7) 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 other Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Notes, the Subsidiary Guarantee or the Indenture in any such proceeding, (8) the release or discharge of the Company or any of the other Subsidiary Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (9) the unenforceability of the Notes or the Indenture or (10) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Subsidiary Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each of the Subsidiary Guarantor Guarantors hereby (1) 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 Subsidiary Guarantors, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, (2) acknowledges that any agreement, instrument or document evidencing its Subsidiary 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 Subsidiary Guarantee without notice to it and (3) covenants that this its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. If Each of the Subsidiary Guarantors further agrees that if at any Holder time all or the Trustee is required any part of any payment theretofore applied by any court or otherwise Person to return to the Company, any its Subsidiary GuarantorGuarantee is, or must be, rescinded or returned for any custodianreason whatsoever, trusteeincluding without limitation, liquidator the insolvency, bankruptcy or other similar official acting in relation to reorganization of the Company or any of the Subsidiary GuarantorGuarantors, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. Each of the Subsidiary Guarantors shall be reinstated subrogated to all rights of the Holders and the Trustee against the Company in full force and effect. Each respect of any amounts paid by such Subsidiary Guarantor agrees it pursuant to the provisions of the Indenture; provided, however, that such Subsidiary Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation in relation to until all of the Holders in respect of any obligations guaranteed hereby until payment Notes and the Subsidiary Guarantees shall have been paid in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteedischarged.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and to delivered by the Trustee the due and punctual payment of the principal of, of and premium, if any, and any interest on or Additional Amounts in respect of such Security and the Securities and all other amounts due and payable under this Indenture punctual payment of the sinking fund payments, if any, provided for pursuant to the terms of such Security, when and as the Securities by the Company same shall become due and payable, whether at maturity, by acceleration, redemption, repurchase repayment or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof of such Security and thereof; subjectof this Indenture. In case of the failure of the Company punctually to pay any such principal, howeverpremium, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reasoninterest, Additional Amounts or sinking fund payment, the Subsidiary Guarantors will Guarantor hereby agrees to cause any such payment to be jointly and severally obligated to pay made punctually when as the same immediatelyshall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto by any the Holder of such Security or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee the Guarantees will not be discharged except by payment in full of the principal of and premium, if any, and interest on, and any Additional Amounts and sinking fund payments required with respect to, the Securities and the complete performance of the all other obligations contained in the Securities, this Indenture and . The Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in this Guarantee. If respect of any amounts paid to such Holder or by the Trustee is required by any court or otherwise to return Guarantor pursuant to the Companyprovisions of the Guarantees; provided, any Subsidiary Guarantorhowever, or any custodian, trustee, liquidator or other similar official acting in relation to -------- ------- that the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation in relation to until the Holders in respect principal of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatand premium, as between each Subsidiary Guarantor, on the one handif any, and the Holders interest on, and the Trusteeany Additional Amounts and sinking fund payments required with respect to, on the other hand, (x) the maturity all Securities of the obligations guaranteed hereby may be accelerated as provided same series shall have been paid in Article Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteefull.

Unconditional Guarantee. Each Subsidiary The Guarantor hereby, jointly and severally, fully and hereby unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), guarantees to each Holder of a Security authenticated and to delivered by the Trustee the due and punctual payment of the principal of, of and premium, if any, and any interest on or Additional Amounts in respect of such Security and the Securities and all other amounts due and payable under this Indenture punctual payment of the sinking fund payments, if any, provided for pursuant to the terms of such Security, when and as the Securities by the Company same shall become due and payable, whether at maturity, by acceleration, redemption, repurchase repayment or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof of such Security and thereof; subjectof this Indenture. In case of the failure of the Company punctually to pay any such principal, howeverpremium, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reasoninterest, Additional Amounts or sinking fund payment, the Subsidiary Guarantors will Guarantor hereby agrees to cause any such payment to be jointly made punctually when and severally obligated to pay as the same immediatelyshall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Each Subsidiary The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Securities such Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted to the Company with respect thereto by any the Holder of such Security or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company, Company or any action to enforce the same same, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Subsidiary The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this Guarantee the Guarantees will not be discharged except by payment in full of the principal of and premium, if any, and interest on, and any Additional Amounts and sinking fund payments required with respect to, the Securities and the complete performance of the all other obligations contained in the Securities, this Indenture and . The Guarantor shall be subrogated to all rights of the Holder of any Security against the Company in this Guarantee. If respect of any amounts paid to such Holder or by the Trustee is required by any court or otherwise to return Guarantor pursuant to the Companyprovisions of the Guarantees; provided, any Subsidiary Guarantorhowever, or any custodian, trustee, liquidator or other similar official acting in relation to -------- ------- that the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation in relation to until the Holders in respect principal of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees thatand premium, as between each Subsidiary Guarantor, on the one handif any, and the Holders interest on, and the Trusteeany Additional Amounts and sinking fund payments required with respect to, on the other hand, (x) the maturity all Securities of the obligations guaranteed hereby may be accelerated as provided same series shall have been paid in Article Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guaranteefull.

Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal obligor and not only as surety (such guarantee to be referred to herein as the “"Guarantee”"), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor herebyhereby unconditionally, jointly and severally, fully and unconditionally guaranteesguarantees (each, as principal obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), an "AFFILIATE GUARANTEE") to each Holder of a Security authenticated by the Trustee and to the Trustee the due and punctual payment of its successors and assigns that: the principal ofof and interest on the Securities will be promptly paid in full when due, premiumsubject to any applicable grace period, if anywhether at maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any overdue interest on the Securities and all other amounts due and payable obligations of the Issuer to the Holders or the Trustee hereunder or under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase will be promptly paid in full or otherwise, performed (including, without limitation, interest on the overdue principal ofIssuer's obligation to deliver Common Stock or shares of stock, premium, if any, and interest on other securities or other property or assets (including cash) upon an exchange of the Securities, Securities pursuant to the extent lawfulArticle 14), all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately6.04. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this the Affiliate Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in this Affiliate Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuer, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any Subsidiary Guarantor, any amount paid by the Company Issuer or any Subsidiary Guarantor to the Trustee or such Holder, this Affiliate Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary 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 Six 4 for the purposes purpose of this Affiliate 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 acceleration of such obligations as provided in Article Six4, such obligations (whether or not due and payable) shall forthwith forth become due and payable by each Subsidiary Guarantor for the purpose of this Affiliate Guarantee.