Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” 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 the Indenture and such Notes 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.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable under the Indenture and such the Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) Issuer (collectively, the “Indenture Obligations”), when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such the Notes and the Indenture. The guarantees by , subject to the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Section 1403. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuer to the Trustee or such the Holders under the Indenture and such the Notes 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 CompanyIssuer.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each 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 such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 II are referred to herein as the “Guarantees.” 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 the Indenture and such Notes Currently Outstanding 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.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Debt Securities of each series to which this Article XII has been made applicable as provided in Section 2.03(t) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesDebt Securities, and all other amounts due and payable under the this Indenture and such Notes Debt Securities by the Company Partnership to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Debt Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article XII are referred to herein as the “GuaranteesGuarantee.” 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 Partnership to the Trustee or such Holders under the this Indenture and such Notes Debt 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 CompanyPartnership.

Unconditional Guarantee. (a) For value receivedGuarantor hereby unconditionally, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally absolutely and absolutely irrevocably guarantees to Dyne, and his successors and assigns, the Holders full, faithful and complete performance by Tag-It of each and every covenant, agreement, duty, liability and/or obligation (known, unknown, direct, indirect, fixed, contingent or otherwise) of Tag-It under or contained in the Notes and to the Trustee Promissory Note, including, without limitation, the due and punctual payment timely payment, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise, of all amounts payable by Tag-It under the Promissory Note all in strict accordance with the terms and provisions of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders Promissory Note (including, without limitation, any extensions, modifications, substitutions, amendments, or renewals of any or all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”foregoing), when and whether for principal, interest, premium, fees, indemnification payments, costs, expenses or otherwise (collectively the "OBLIGATIONS"), and all as such amounts shall become due if Guarantor were the primary obligor with respect to each and payable, whether at all of the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the IndentureObligations. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Tag-It to the Trustee or such Holders Dyne under the Indenture and such Notes Promissory Note but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, bankruptcy reorganization or similar proceeding involving Tag-It. Guarantor hereby recognizes, acknowledges and agrees that Dyne is making the CompanyLoan in material reliance upon the existence and continuing validity of this Agreement and further that Dyne would not make the Loan but for the execution and delivery of this Agreement by Guarantor to Dyne.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject receipt whereof is hereby acknowledged, and to Section 3.04 hereof, induce each Lender to make Credit Extensions to and on account of the Guarantors Borrowing Subsidiaries, to induce the L/C Issuer to issue Letters of Credit hereunder and to induce the Administrative Agent to act hereunder, the Company hereby fully, irrevocably, unconditionally and absolutely irrevocably guarantees to each Lender, the Holders of L/C Issuer and the Notes and to Administrative Agent the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payabledue, whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of all Obligations of any Borrowing Subsidiary, whether for principal, interest, fees, expenses or otherwise, whether direct or indirect, absolute or contingent or now existing or hereafter arising (such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as Obligations being the “Guarantees.” Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantorthe Company’s liability shall extend to all amounts that constitute part of the Indenture Guaranteed Obligations and would be owed by the Company any Borrowing Subsidiary to the Trustee Administrative Agent, the L/C Issuer or such Holders any other Lender under the Indenture and such Notes this Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companyany Borrowing Subsidiary. This is a guarantee of payment and not of collection merely.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce the Banks to make Advances to each Borrowing Subsidiary, each of the Guarantors hereby fully, irrevocably, Company unconditionally and absolutely guarantees to the Holders of Banks and the Notes and to the Trustee the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on such Notes, each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due and payable under the Indenture and such Notes (whether at stated maturity, by the Company to the Trustee acceleration or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counselotherwise) incurred by the Trustee or such Holders in connection accordance with the enforcement terms hereof and thereof, and, in the case of the Indenture and the Guarantees) (collectivelyany extension of time of payment, the “Indenture Obligations”)in whole or in part, when and as that all such amounts shall become be promptly paid when due and payable, (whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to ) in accordance with the terms of such Notes and extension. In addition, the IndentureCompany unconditionally agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s the Company's liability shall extend to all amounts that constitute part of the Indenture Obligations obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by any such Borrowing Subsidiary to any Bank or the Company to Administrative Agent under this Agreement or the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companysuch Borrowing Subsidiary.

Unconditional Guarantee. (a) For value receivedEach Subsidiary Guarantor hereby, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocablyjointly and severally, unconditionally and absolutely guarantees (such guarantee to be referred to herein as the Holders of the Notes "Guarantee") to each Holder and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Securities and all other amounts due and payable under the this Indenture and such Notes the Securities by the Company to the Trustee whether at maturity, by acceleration, redemption, repurchase or such Holders (otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection accordance with the enforcement of the Indenture terms hereof and the Guarantees) (collectivelythereof; subject, the “Indenture Obligations”)however, when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the Indenture. The guarantees by the Guarantors limitations set forth in this ARTICLE 3 are referred Section 10.5. Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to herein as pay the “Guarantees.” Without limiting the generality same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the foregoingvalidity, each Guarantor’s liability shall extend to all amounts that constitute part regularity or enforceability of the Indenture Obligations and would be owed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Company Securities with respect to any provisions hereof or thereof, the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence recovery of a bankruptcy, reorganization or similar proceeding involving any judgment against the Company., any action to

Unconditional Guarantee. For valuable consideration, receipt whereof is hereby acknowledged, and to induce the Fronting Bank and each Lender to make Loans to and Issue Letters of Credit (aor purchase participations therein) For value receivedfor the account of each Guaranteed Borrower and to induce the Administrative Agent to act hereunder, subject to Section 3.04 hereof, each of the Guarantors Alterra Capital hereby fully, irrevocably, unconditionally and absolutely irrevocably guarantees to each Lender, the Holders of Fronting Bank and the Notes and to Administrative Agent the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payabledue, whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to of all Obligations of the terms of Guaranteed Borrowers, whether for principal, interest, fees, expenses, indemnification or otherwise, whether direct or indirect, absolute or contingent or now existing or hereafter arising (such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as Obligations being the “Guarantees.” Guaranteed Obligations”). Without limiting the generality of the foregoing, each GuarantorAlterra Capital’s liability shall extend to all amounts that constitute part of the Indenture Guaranteed Obligations and would be owed by the Company each Guaranteed Borrower to the Trustee Administrative Agent, the Fronting Bank or such Holders any other Lender under the Indenture and such Notes this Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companyany Guaranteed Borrower or its Affiliates. This is a guarantee of payment and not of collection merely.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each 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 such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 II are referred to herein as the “Guarantees.” 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 the Indenture and such Notes Currently Outstanding 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.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors New Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each 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 such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the GuaranteesMagellan Guarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by the Guarantors New Guarantor set forth in this ARTICLE 3 are II is referred to herein as the “GuaranteesMagellan Guarantee.” Without limiting the generality of the foregoing, each the New 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 the Indenture and such Notes Currently Outstanding 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.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject ----------------------- receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce the Banks to make Advances to each Borrowing Subsidiary, each of the Guarantors hereby fully, irrevocably, Company unconditionally and absolutely guarantees to the Holders of Banks and the Notes and to the Trustee the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on such Notes, each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due and payable under the Indenture and such Notes (whether at stated maturity, by the Company to the Trustee acceleration or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counselotherwise) incurred by the Trustee or such Holders in connection accordance with the enforcement terms hereof and thereof, and, in the case of the Indenture and the Guarantees) (collectivelyany extension of time of payment, the “Indenture Obligations”)in whole or in part, when and as that all such amounts shall become be promptly paid when due and payable, (whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to ) in accordance with the terms of such Notes and extension. In addition, the IndentureCompany unconditionally agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s the Company's liability shall extend to all amounts that constitute part of the Indenture Obligations obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would ----------- be owed by any such Borrowing Subsidiary to any Bank or the Company to Administrative Agent under this Agreement or the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companysuch Borrowing Subsidiary.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each the New Guarantor, as of the Guarantors date hereof, hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each 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 such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company ONEOK to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by the Guarantors New Guarantor set forth in this ARTICLE 3 are III is referred to herein as the “GuaranteesGuarantee.” Without limiting the generality of the foregoing, each the New Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company ONEOK to the Trustee or such Holders under the Indenture and such Notes Currently Outstanding 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 CompanyONEOK.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, the Notes and all other amounts due and payable under the Indenture and such the Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) Issuer (collectively, the “Indenture Obligations”), when and as such amounts principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity, upon redemption Maturity or by declaration of acceleration acceleration, call for redemption or otherwise, according to the terms of such the Notes and the Indenture. The guarantees by , subject to the Guarantors limitations set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Section 1503. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company Issuer to the Trustee or such the Holders under the Indenture and such the Notes 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 CompanyIssuer.

Unconditional Guarantee. For valuable consideration, receipt whereof is hereby acknowledged, and to induce the Fronting Banks and each Lender to make Loans to and Issue Letters of Credit (aor purchase participations therein) For value receivedfor the account of each Guaranteed Borrower and to induce the Administrative Agent to act hereunder, subject the Parent hereby unconditionally and irrevocably guarantees to Section 3.04 hereofeach Lender, each of Fronting Bank and the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to Administrative Agent the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payabledue, whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to of all Obligations of the terms of Guaranteed Borrowers, whether for principal, interest, fees, expenses, indemnification or otherwise, whether direct or indirect, absolute or contingent or now existing or hereafter arising (such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as Obligations being the “Guarantees.” Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantorthe Parent’s liability shall extend to all amounts that constitute part of the Indenture Guaranteed Obligations and would be owed by the Company each Guaranteed Borrower to the Trustee Administrative Agent, any Fronting Bank or such Holders any other Lender under the Indenture and such Notes this Agreement but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companyany Guaranteed Borrower or its Affiliates. This is a guarantee of payment and not of collection merely.

Unconditional Guarantee. (a1) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes Securities of each series to which this Article Sixteen has been made applicable as provided in Section 301(20) and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such NotesSecurities, and all other amounts due and payable under the this Indenture and such Notes Securities by the Company Issuers to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the this Indenture and the GuaranteesGuarantee) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Securities and the this Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 Article Sixteen are referred to herein as the “Guarantees,” and each individually as a “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 Issuers to the Trustee or such Holders under the this Indenture and such Notes 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 CompanyIssuers.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each Article Fourteen of the Guarantors hereby Original Indenture (as amended and supplemented by this First Supplemental Indenture) shall be applicable to the Notes, and accordingly, as more fully set forth in such Article Fourteen, the Guarantor fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such the Notes, and all other amounts due and payable under the First Supplemental Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts the same shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise. To further evidence the Guarantees of the Notes, according the Guarantor hereby agrees that a notation of such Guarantees in substantially in the form attached as Exhibit B hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, shall be endorsed on each Note authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an officer of the Guarantor. The Guarantor hereby agrees that its Guarantees of the Notes shall remain in full force and effect notwithstanding any failure to endorse on any such Notes a notation relating to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “GuaranteesGuarantees thereof.” 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 the Indenture and such Notes 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.

Unconditional Guarantee. (a) For value receivedSubject to the provisions of this Article XIII, subject to Section 3.04 hereof, each of the Guarantors hereby fullyhereby, irrevocablyjointly and severally, unconditionally and absolutely irrevocably guarantee (such guarantees to be referred to herein as "Guarantees") to each Holder of a Security authenticated and delivered by the Holders of the Notes Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of this Indenture, the Securities or the obligations of the Company to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, interest on and premiumAdditional Amounts with respect to the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, and interest on such Notes, Additional Amounts with respect to the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due and payable under the Indenture and such Notes by the Company to the Trustee hereunder) and all other Obligations shall be promptly paid in full or such Holders (including, without limitationperformed, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection accordance with the enforcement of the Indenture terms hereof and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” 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 the Indenture and such Notes 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.thereof; and

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject receipt whereof is hereby acknowledged, and to Section 3.04 hereof, induce the Banks to make Advances to each of the Guarantors Borrowing Subsidiaries, the Company hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of Banks and the Notes and to the Trustee the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on such Notes, each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due and payable under the Indenture and such Notes (whether at stated maturity, by the Company to the Trustee acceleration or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counselotherwise) incurred by the Trustee or such Holders in connection accordance with the enforcement terms hereof and thereof, and, in the case of the Indenture and the Guarantees) (collectivelyany extension of time of payment, the “Indenture Obligations”)in whole or in part, when and as that all such amounts shall become be promptly paid when due and payable, (whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to ) in accordance with the terms of such Notes and extension. In addition, the IndentureCompany hereby unconditionally agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s the Company's liability shall extend to all amounts that constitute part of the Indenture Obligations obligations of any Borrowing Subsidiary hereunder or under any Note and that would be owed by such Borrowing Subsidiary to any Bank or the Company to Administrative Agent under this Agreement or the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companysuch Borrower.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject ----------------------- receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce the Banks to make Advances to each Borrowing Subsidiary, each of the Guarantors hereby fully, irrevocably, Company unconditionally and absolutely guarantees to the Holders of Banks and the Notes and to the Trustee the due and punctual payment of Administrative Agent that the principal of, and premium, if any, of and interest on such Notes, each Advance and all other amounts payable by each Borrowing Subsidiary hereunder shall be promptly paid in full when due and payable under the Indenture and such Notes (whether at stated maturity, by the Company to the Trustee acceleration or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counselotherwise) incurred by the Trustee or such Holders in connection accordance with the enforcement terms hereof and thereof, and, in the case of the Indenture and the Guarantees) (collectivelyany extension of time of payment, the “Indenture Obligations”)in whole or in part, when and as that all such amounts shall become be promptly paid when due and payable, (whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise, according to ) in accordance with the terms of such Notes and extension. In addition, the IndentureCompany unconditionally agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any of such principal, interest or other amounts, the Company shall forthwith pay the same. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality of the foregoing, each Guarantor’s the Company's liability shall extend to all amounts that constitute part of the Indenture Obligations obligations of any Borrowing Subsidiary guaranteed by the Company under this Article VII and would be owed by ----------- any such Borrowing Subsidiary to any Bank or the Company to Administrative Agent under this Agreement or the Trustee or such Holders under the Indenture and such Notes but for the fact that they are unenforceable, reduced, limited, impaired, suspended unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companysuch Borrowing Subsidiary.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each of the Guarantors hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Additional Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Additional Notes, and all other amounts due and payable under the Indenture and such Additional Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Additional Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” 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 the Indenture and such Additional Notes 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.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject ----------------------- receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce each Bank to make Loans to the Designated Subsidiaries, each of the Guarantors Company, as principal and not merely as surety, hereby fully, irrevocably, unconditionally and absolutely irrevocably guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of each Bank that: (i) the principal of, and premium, if any, of and interest on such Notes, and all other amounts each Loan to each Designated Subsidiary shall be promptly paid in full when due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise) in accordance with the terms hereof, according to and, in case of any extension of time of payment, in whole or in part, of such Loan, that all such sums shall be promptly paid when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such Notes extension; and (ii) all other amounts payable hereunder by any Designated Subsidiary to any Bank shall be promptly paid in full when due in accordance with the Indenture. The guarantees by terms hereof (the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality obligations of the foregoingDesignated Subsidiaries under these subsections (i) and (ii) of this Section 10.1 being the "Obligations"). ------- ---- In addition, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Loan to the Trustee any Designated Subsidiary or such Holders under other amounts payable by any Designated Subsidiary to any Bank, the Indenture and such Notes but for Company will forthwith pay the fact that they are unenforceablesame, reduced, limited, impaired, suspended without further notice or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companydemand.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 2.04 hereof, each of the Guarantors New Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes each 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 such NotesCurrently Outstanding Securities, and all other amounts due and payable under the Indenture and such Notes Currently Outstanding Securities by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counseldisbursements) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Notes Currently Outstanding Securities and the Indenture. The guarantees guarantee by the Guarantors New Guarantor set forth in this ARTICLE 3 are II is referred to herein as the “GuaranteesMagellan Guarantee.” Without limiting the generality of the foregoing, each the New 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 the Indenture and such Notes Currently Outstanding 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.

Unconditional Guarantee. (a) For value receivedvaluable consideration, subject ----------------------- receipt whereof is hereby acknowledged, and to Section 3.04 hereofinduce each Bank to make Loans to the Designated Subsidiaries, each of the Guarantors Company, as principal and not merely as surety, hereby fully, irrevocably, unconditionally and absolutely irrevocably guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of each Bank that: (i) the principal of, and premium, if any, of and interest on such Notes, and all other amounts each Loan to each Designated Subsidiary shall be promptly paid in full when due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at the Stated Maturitystated maturity, upon redemption or by declaration of acceleration or otherwise) in accordance with the terms hereof, according to and, in case of any extension of time of payment, in whole or in part, of such Loan, that all such sums shall be promptly paid when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such Notes extension; and (ii) all other amounts payable hereunder by any Designated Subsidiary to any Bank shall be promptly paid in full when due in accordance with the Indenture. The guarantees by terms hereof (the Guarantors set forth in this ARTICLE 3 are referred to herein as the “Guarantees.” Without limiting the generality obligations of the foregoingDesignated Subsidiaries under these subsections (i) and (ii) of this Section ------- 10.1 being the "Obligations"). ---- In addition, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company hereby unconditionally and irrevocably agrees that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Loan to the Trustee any Designated Subsidiary or such Holders under other amounts payable by any Designated Subsidiary to any Bank, the Indenture and such Notes but for Company will forthwith pay the fact that they are unenforceablesame, reduced, limited, impaired, suspended without further notice or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Companydemand.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each Article Fourteen of the Guarantors hereby Original Indenture (as amended and supplemented by this Second Supplemental Indenture) shall be applicable to the Notes, and accordingly, as more fully set forth in such Article Fourteen, the Guarantor fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such the Notes, and all other amounts due and payable under the Second Supplemental Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts the same shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise. To further evidence the Guarantees of the Notes, according the Guarantor hereby agrees that a notation of such Guarantees in substantially in the form attached as Exhibit B hereto, in each case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, shall be endorsed on each Note authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an officer of the Guarantor. The Guarantor hereby agrees that its Guarantees of the Notes shall remain in full force and effect notwithstanding any failure to endorse on any such Note a notation relating to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “GuaranteesGuarantee thereof.” 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 the Indenture and such Notes 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.

Unconditional Guarantee. (a) For value received, subject to Section 3.04 hereof, each Article Fourteen of the Guarantors hereby Original Indenture (as amended and supplemented by this First Supplemental Indenture) shall be applicable to the Notes, and accordingly, as more fully set forth in such Article Fourteen, the Guarantor fully, irrevocably, unconditionally and absolutely guarantees to the Holders of the Notes and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such the Notes, and all other amounts due and payable under the Indenture and such Notes by the Company to the Trustee or such Holders (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the Trustee or such Holders in connection with the enforcement of the Indenture and the Guarantees) (collectively, the “Indenture Obligations”), when and as such amounts the same shall become due and payable, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise. To further evidence the Guarantees of the Notes, according the Guarantor hereby agrees that a notation of such Guarantees in substantially in the form attached as Exhibit B hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, shall be endorsed on each Note authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an officer of the Guarantor. The Guarantor hereby agrees that its Guarantees of the Notes shall remain in full force and effect notwithstanding any failure to endorse on any such Notes a notation relating to the terms of such Notes and the Indenture. The guarantees by the Guarantors set forth in this ARTICLE 3 are referred to herein as the “GuaranteesGuarantees thereof.” 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 the Indenture and such Notes 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.