Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal, premium, if any, interest, and such other amounts as shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever and (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 it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. a. (a) Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.232.2.24, as entitled to the benefits of the a Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. (b) For value received, each the Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (for purpose of any Series of Securities to which this Article XII applies, the “Guarantee”) to the Holders and to the Trustee on behalf of the Holders the due and punctual payment of the principal of, premium, if any, of and interest on each Series of Securities for which such the Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal, premium, if any, interest, principal and such other amounts as interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3, if applicable. c. (c) Failing payment when due of any amount guaranteed pursuant to the a Guarantee, for whatever reason, each of the Guarantors Guarantor will be jointly and severally obligated to pay the same immediately. Each of the Guarantors The Guarantor hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the GuarantorsGuarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantora Guarantee, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such the Guarantor to enforce the such Guarantee without first proceeding against the Company or any other GuarantorCompany. d. Each (d) The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the GuarantorsCompany, and all demands whatsoever and (ii) acknowledges that any agreement, instrument or document evidencing the a 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 a Guarantee without notice to it. Each The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the any Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the GuarantorsCompany, the such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each (e) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such the Guarantor pursuant to the provisions of this Indenture; provided, however, that such the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities entitled to the a Guarantee of and such Guarantor and the Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits Each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severallyseverally and unconditionally guarantees, fully, unconditionally and absolutely guarantees on a senior secured basis (the such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Holders Trustee and to the Trustee and Collateral Agent and their respective successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due and punctual payment (subject to any applicable grace periods) whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal of, premiumand (to the extent permitted by law) interest, if any, and interest on each Series of the Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other Obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and payable under this Indenture all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and the thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such Series by other Obligations, the Companysame shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, when and as such principal, premium, if any, interest, and such other amounts as shall become due and payablesubject to any applicable grace period, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to subject, however, in the terms case of such Securities (a) and this Indenture, subject (b) to the limitations set forth in Section 12.3. c. 10.04. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Issuer to the GuaranteeHolders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the Obligations of the Issuer. Each of the Guarantors hereby agrees that its obligations Obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of this Indenture or any other Guarantor) or this IndentureSecurity Document, 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 Company or any other GuarantorIssuer, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue to be effective or be reinstatedHolders of Securities and the Trustee, as on the case may beother hand, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights (a) the maturity of the Holders and Obligations guaranteed hereby may be accelerated as provided in Article 6 for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that such Guarantor shall not makes a payment or distribution under its Guarantee will be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor in an amount pro rata, or based uponon the net assets of each Guarantor (other than the Company), such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contraryEach Subsidiary Guarantor, if any, hereby unconditionally guarantees in accordance with the provisions of this Article XII shall be applicable only toSection 4.11, to each Holder of a Security authenticated and inure solely to delivered by the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders 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 each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series 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 Company, when and as such overdue principal, premium, if any, and interest on any 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 such other amounts as shall become 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 and payableor performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to subject, however, in the terms case of such Securities clauses (i) and this Indenture(ii) above, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately10.03. Each of the Guarantors Subsidiary Guarantor, if any, hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 or any other GuarantorIssuers, or any and action to enforce the same or any other circumstances which circumstance that might otherwise constitute a legal or equitable discharge or defense of any of the Guarantorsa guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Subsidiary Guarantor, whether at the Stated Maturity or by declaration of accelerationif any, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuers, any of right to require a proceeding first against the GuarantorsIssuers, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and in its Subsidiary Guarantee. If any agreementSecurityholder or the Trustee is required by any court or otherwise to return to the Issuers, instrument any Subsidiary Guarantor or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any such Subsidiary Guarantor, any amount paid by the Issuers or any such Subsidiary Guarantor to the Trustee or such Securityholder, each Subsidiary Guarantee may to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Subsidiary Guarantor further agrees that if at any time that, as between it and all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the other Subsidiary Guarantors, on the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against Trustee, on the Company other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of 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 amounts paid by acceleration of such Guarantor 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 uponobligations as provided in Article VI, such right of subrogation until all obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedSubsidiary Guarantees.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely irrevocably guarantees (to each Holder of a Note authenticated and delivered by the “Guarantee”) to the Holders Trustee and to the Trustee and the other Noteholder Secured Parties and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the other Note Documents or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, Notes when and as such principal, premium, if any, interest, and such other amounts as the same shall become due and payable, whether at the Stated Maturity maturity, upon redemption or repurchase, by declaration of acceleration, call for redemption acceleration or otherwise, according (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to the Holders, the Trustee or the other Noteholder Secured Parties hereunder or thereunder (including amounts due the Trustee or the Noteholder Collateral Agent under Section 7.07 or Section 10.13, respectively, hereof), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of such Securities and this Indenturethe extension or renewal, subject to the limitations set forth in Section 12.3. c. whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Issuer to the GuaranteeHolders under this Indenture, under the Notes or under the other Note Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Default under this Indenture, the Notes or the other Note Documents shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay thereunder in the same immediatelymanner and to the same extent as the obligations of the Issuer. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the SecuritiesNotes, this Indenture or the Guarantee (including the Guarantee of any other Guarantor) or this IndentureNote Documents, 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, any release of any other Guarantor, the recovery of any judgment against the Company or any other GuarantorIssuer, or any action to enforce the same same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. To the fullest extent permitted by law, each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee and the other Note Documents. This Note Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee or the Noteholder Collateral Agent is required by any court or otherwise to return to the Issuer or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights Holders of the Holders Notes and the Trustee against and the Company Noteholder Collateral Agent, on the other hand, (a) 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 Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedNote Guarantee.

Unconditional Guarantee. a. (a) Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any Series series designated, pursuant to Section 2.2.233.01, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Seriesthe Guarantors. b. (b) For value received, each Guarantor of the Guarantors hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders of such series of Debt Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on each Series of the Debt Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Debt Securities of such Series by the Company, when and as such principal, premium, if any, interest, and such other amounts as interest shall become due and payable, whether at the Stated Maturity stated maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such the Debt Securities and this Indenture, subject to the limitations set forth in Section 12.318.03. c. (c) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. The obligations of each Guarantor under its Guarantee pursuant to this Article Eighteen are expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Guarantor Indebtedness of such Guarantor, in each case on the same basis as the indebtedness of the Company represented by the Debt Securities; and the payment of the principal of (and premium, if any) and interest on the Debt Securities is subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. For the purpose of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any Guarantor only at such times as they may receive and/or retain payments and distributions in respect of the Debt Securities pursuant to this Indenture, including Article Sixteen hereof. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Debt Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. Each Guarantor of the Guarantors hereby agrees that in the event of a default in payment of the principal of of, or premium, if any, or interest on the Securities entitled to the Guarantee of such GuarantorDebt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 5.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. (d) The obligations of each of the Guarantors under this Article shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each Guarantor of the Guarantors hereby (iA) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever and whatsoever, (iiB) 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 itit and (C) covenants that the Guarantee will not be discharged except by complete performance of the Guarantee. Each Guarantor of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any person Person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. (f) Each Guarantor of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor 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 until all of the Debt Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits Each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severallyseverally and unconditionally guarantees, fully, unconditionally and absolutely guarantees on a senior basis (the “such guarantee to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment of its successors and assigns that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities (and any Additional Interest payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as Obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, by acceleration or otherwise subject, however, in the Stated Maturity or by declaration case of acceleration, call for redemption or otherwise, according to the terms of such Securities (i) and this Indenture, subject (ii) to the limitations set forth in Section 12.3. c. 10.04. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the Obligations of the Company. Each of the Guarantors hereby agrees that its obligations Obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue to be effective or be reinstatedHolders of Securities and the Trustee, as on the case may beother hand, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights (a) the maturity of the Holders and Obligations guaranteed hereby may be accelerated as provided in Article Six for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision Each Subsidiary Guarantor, upon execution and delivery of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, a supplemental indenture pursuant to Section 2.2.2310.10, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation hereby fully and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedunconditionally guarantees, each Guarantor hereby jointly and severallyseverally with each other Subsidiary Guarantor, fullyif any, unconditionally to each Holder of a Note authenticated and absolutely guarantees (delivered by the “Guarantee”) to the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture or the Notes or the obligations of the Subsidiary Guarantors under this Indenture or the Notes that: (i) the principal ofof and premium (if any) and interest and Liquidated Damages (if any) on the Notes will be 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 each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect any interest (if any) to such Series the extent lawful, on the Notes and all other amounts due 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 payable under this Indenture thereof; and the Securities (ii) in case of such Series by the Company, when and as such principal, premium, if any, interest, and any extension of time of payment or renewal of any Notes or of any such other amounts as shall become obligations, the same will be paid in full when due and payableor performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to subject, however, in the terms case of such Securities clauses (i) and this Indenture(ii) above, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately10.4. Each of the Guarantors Subsidiary Guarantor hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity validity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged (iiexcept to the extent released pursuant to Section 10.9) acknowledges that except by complete performance of the obligations contained in the Notes, this Indenture and in its Subsidiary Guarantee. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreementSubsidiary Guarantor, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person custodian, trustee, liquidator or other similar official acting in relation to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of Subsidiary Guarantor, any amount paid by the GuarantorsCompany or any Subsidiary Guarantor to the Trustee or such Holder, the Guarantee shalleach Subsidiary Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect (except to the extent released pursuant to Section 10.9). Each Subsidiary Guarantor further agrees that, be deemed to have continued in existence notwithstanding such applicationas between each Subsidiary Guarantor, on the one hand, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against Trustee, on the Company other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of its 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 amounts paid by acceleration of such Guarantor 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 uponobligations as provided in Article VI, such right obligations (whether or 92 not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedits Subsidiary Guarantee.

Unconditional Guarantee. a. Notwithstanding any provision Each Subsidiary Guarantor, upon execution and delivery of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, a supplemental indenture pursuant to Section 2.2.2310.10, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation hereby fully and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedunconditionally guarantees, each Guarantor hereby jointly and severallyseverally with each other Subsidiary Guarantor, fullyif any, unconditionally to each Holder of a Note authenticated and absolutely guarantees (delivered by the “Guarantee”) to the Holders Trustee and to the Trustee the due and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Indenture or the Notes or the obligations of the Subsidiary Guarantors under this Indenture or the Notes that: (i) the principal ofof and premium (if any) and interest and Liquidated Damages (if any) on the Notes will be 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 each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect any interest (if any) to such Series the extent lawful, on the Notes and all other amounts due 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 payable under this Indenture thereof; and the Securities (ii) in case of such Series by the Company, when and as such principal, premium, if any, interest, and any extension of time of payment or renewal of any Notes or of any such other amounts as shall become obligations, the same will be paid in full when due and payableor performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Stated Maturity or stated maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to subject, however, in the terms case of such Securities clauses (i) and this Indenture(ii) above, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately10.4. Each of the Guarantors Subsidiary Guarantor hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity validity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged (iiexcept to the extent released pursuant to Section 10.9) acknowledges that except by complete performance of the obligations contained in the Notes, this Indenture and in its Subsidiary Guarantee. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreementSubsidiary Guarantor, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person custodian, trustee, liquidator or other similar official acting in relation to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of Subsidiary Guarantor, any amount paid by the GuarantorsCompany or any Subsidiary Guarantor to the Trustee or such Holder, the Guarantee shalleach Subsidiary Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect (except to the extent released pursuant to Section 10.9). Each Subsidiary Guarantor further agrees that, be deemed to have continued in existence notwithstanding such applicationas between each Subsidiary Guarantor, on the one hand, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against Trustee, on the Company other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of its 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 amounts paid by acceleration of such Guarantor 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 uponobligations as provided in Article VI, such right obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedits Subsidiary Guarantee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedFourteen, each Guarantor hereby upon becoming a Guarantor in accordance with the provisions of Section 10.18 or otherwise, jointly and severally, fully, severally unconditionally and absolutely guarantees irrevocably guarantee (the “such guarantee to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and delivered by the Holders 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 or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities (and any Additional Amounts payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) and all other Indenture Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as Indenture Obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or Maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders, for whatever reason, each of the Guarantors will Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereby agrees hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor agrees, to the fullest extent permitted by applicable law, that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantorsa guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled waives, to the Guarantee fullest extent permitted by applicable law, the benefit of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenant, that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and its Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force and that effect, to the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to itfullest extent permitted by applicable law. Each Guarantor further agrees that if at that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Fourteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any time stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should -168- the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any payment theretofore applied by any person to the Guarantee isCompany's assets, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee and shall, to the fullest extent that such payment is or must be rescinded or returnedpermitted by law, 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, 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 Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such application payment or performance had not been made. e. . In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor shall be subrogated have the right to all seek contribution from any other Guarantor so long as the exercise of such right does not impair the rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of under 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedGuarantee.

Unconditional Guarantee. a. Notwithstanding any provision Guarantor does hereby unconditionally guarantee to Secured Party, without offset or deduction, (a) the prompt payment when due, whether by acceleration or otherwise, of this Article XII all amounts payable by Debtor pursuant to (i) the Loan and Security Agreement (including all supplements and amendments thereto and all exhibits and schedules now or hereafter attached thereto and made a part thereof), (ii) the Secured Term Note A dated February 6, 1997 ("TERM NOTE A") in the original principal amount of $557,768.14 extended by Debtor for the benefit of Secured Party, (iii) Secured Term Note B dated February 6 , 1997 ("TERM NOTE B") in the original principal amount of $7,006,152.04 extended by Debtor for the benefit of Secured Party (collectively, Term Note A and Term Note B may be referred to as the "NOTES"), and (iv) all agreements, instruments and documents delivered or to be delivered by Debtor pursuant to the contraryLoan and Security Agreement and/or the Notes (collectively, the provisions Loan and Security Agreement, the Notes and such other agreements, instruments and documents may be referred to herein as the "TRANSACTION DOCUMENTS"), the guarantee under this clause (a) of this Article XII shall be applicable only toSection 1 constituting a guarantee of payment and not of collection, and inure solely to (b) the benefit ofpunctual and faithful performance by Debtor of each and every duty, agreement, covenant and obligation of Debtor under and in accordance with the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits terms of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series Transaction Documents and all other amounts due and payable under this Indenture and the Securities obligations of such Series by the Company, when and as such principal, premium, if any, interest, and such other amounts as shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according Debtor to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediatelySecured Party. Each of the Guarantors Guarantor does hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. Each Guarantor hereby agrees agree that in the event of a default Debtor does not or is unable to pay or perform in payment accordance with the terms of the principal Transaction Documents for any reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or interest on readjustment of, or other similar proceedings affecting the Securities entitled status, existence, assets or obligations of Debtor or the limitation of damages for the breach, or the disaffirmance of, any Transaction Documents in such proceeding) it will pay the sums, or amounts equal thereto, which Debtor is (or, but for any such reason, would be) obligated to pay at the Guarantee times specified in the Transaction Documents, whether by acceleration or otherwise (it being the intention hereof that Guarantor shall pay to Secured Party, as a payment obligation directly due from Guarantor to Secured Party, amounts equal to all amounts which Debtor shall fail faithfully and properly to pay when due under the Transaction Documents, whether by acceleration or otherwise), or otherwise provide for and bring about promptly when due such payment and the performance of such Guarantorduties, whether at agreements, covenants and obligations of Debtor under the Stated Maturity or by declaration of accelerationTransaction Documents. Guarantor acknowledges that it is fully aware of, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject and consents to Section 6.7 by the Holders, on the terms and conditions set forth in this Indentureof, directly against such Guarantor to enforce the Guarantee without first proceeding against Loan and Security Agreement, the Company Notes and each of the other Transaction Documents and guarantees the accuracy of all representations and warranties of Debtor or any other Guarantor. d. Each Guarantor hereby (i) waives diligenceofficer thereof made, presentmentor to be made after the date hereof, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of such Transaction Documents. The obligations of Debtor hereby guaranteed are hereinafter called the Guarantors, and all demands whatsoever and (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 it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made"SECURED OBLIGATIONS". e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII (a) Subject to the contrary, the provisions of this Article XII shall be applicable only toTen, each Guarantor, if any, upon the execution and inure solely to the benefit of, the Securities delivery of any Series designated, a Guarantee pursuant to Section 2.2.234.16, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedshall hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (irrevocably guarantee, on a senior basis, to each Holder of a Note authenticated and delivered by the “Guarantee”) to the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (i) (A) the due and punctual payment of the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, Notes when and as such principal, premium, if any, interest, and such other amounts as the same shall become due and payable, whether at the Stated Maturity maturity, upon redemption or repurchase, by declaration of acceleration, call for redemption acceleration or otherwise, according (B) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other obligations of the Issuers and all other obligations of the other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereof (collectively, the "GUARANTEE OBLIGATIONS"); and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of such Securities and this Indenturethe extension or renewal, subject to the limitations set forth in Section 12.3. c. whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Issuers to the GuaranteeHolders under this Indenture or under the Notes, for whatever reason, each of the Guarantors will Guarantor shall be jointly and severally obligated to pay pay, or to perform or cause the performance of, the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors thereunder in the same manner and to the same extent as the obligations of the Issuers. (b) Each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall hereby agrees agree that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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, any release of any other Guarantor, the recovery of any judgment against the Company or any other GuarantorIssuers, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Note, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantorsa Guarantor. Each Guarantor hereby agrees that in Guarantor, if any, upon the event execution and delivery of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject pursuant to Section 6.7 by 4.16, shall hereby waive the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of either Issuer, any right to require a proceeding first against the Company or any of the GuarantorsIssuers, protest, notice and all demands whatsoever and (ii) acknowledges covenants that any agreementits Guar- ▇▇▇▇▇ shall not be discharged except by complete performance of the obligations contained in the Notes, instrument or document evidencing the Guarantee may be transferred this Indenture 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 itthis Guarantee. Each Guarantor further agrees that if at Guarantee is a guarantee of payment and not of collection. If any time all Holder or the Trustee is required by any court or otherwise to return to the Issuers or to any Guarantor, or any part of any payment theretofore applied by any person custodian, trustee, liquidator or other similar official acting in relation to the Guarantee isIssuers or such Guarantor, any amount paid by the Issuers or must besuch Guarantor to the Trustee or such Holder, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shallthis Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect. Each Guarantor, be deemed if any, upon the execution and delivery of a Guarantee pursuant to have continued in existence notwithstanding such applicationSection 4.16, shall further agree that, as between it, on the one hand, and the Guarantee shall continue Holders of Notes and the Trustee, on the other hand, (i) subject to be effective or be reinstatedthis Article Ten, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedGuarantee.

Unconditional Guarantee. a. Notwithstanding any provision Each Guarantor hereby unconditionally jointly and severally guarantees for the benefit of this Article XII to each Holder the contraryfull and prompt payment when due, the provisions whether at maturity or earlier, by reason of this Article XII shall be applicable only toacceleration or otherwise, and inure solely to at all times thereafter, of all of the benefit ofObligations of the Issuers (including, the Securities without limitation, interest accruing following an Insolvency Event of any Series designatedIssuer, pursuant to Section 2.2.23at the applicable rate specified in this Agreement and the Notes, whether or not such interest is allowed as entitled to a claim in bankruptcy). At any time after the benefits occurrence and during the continuance of the Guarantee an Event of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedDefault, each Guarantor hereby jointly shall pay to each Holder, on demand and severallyin immediately available funds, fullythe full amount of the Obligations of the Issuers (including any portion thereof which is not yet due and payable). Each Guarantor further agrees to pay to each Holder, unconditionally on demand and absolutely guarantees in immediately available funds, (a) all losses, fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys' and paralegals' fees, costs and expenses) paid or incurred by any Holder in: (i) enforcing or defending such Person's rights under or in respect of this Agreement, the “Guarantee”Notes and any other Note Document and (ii) in collecting all or any part of the Obligations of the Issuers or the Guarantors and (b) interest on (i) the Obligations of the Issuers which do not constitute interest, (ii) to the Holders and to extent permitted by applicable law, the Trustee the due and punctual payment Obligations of the principal of, premium, if any, and interest on each Series of Securities for Issuers which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal, premium, if any, constitute interest, and such other amounts as shall become due and payable(iii) the expenses described in clause (a) above, whether from the date of ---------- demand hereunder until paid in full at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the GuarantorsDefault Rate. Each Guarantor hereby agrees that in the event its guaranty under this Article III is an absolute guaranty of ----------- payment and is not a default in payment guaranty of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantorcollection. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever and (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 it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely irrevocably guarantees, on a senior subordinated basis (such guarantees (the “to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and --------- delivered by the Holders Trustee and to the Trustee and its successors and assigns, irrespective of the due validity and punctual payment enforceability of -91- this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each (a) Each Guarantor hereby jointly and severally, fully, fully and unconditionally and absolutely guarantees (each, together with the XL-Cayman Guarantees and the Parent Guarantees, each as defined below, a “Guarantee”) to the Holders of the Purchase Contracts (i) all payments on the Purchase Contracts when due and (ii) the performance of XL-Switzerland’s obligation to deposit with the Agent one or more certificates representing validly issued, fully paid and non-assessable newly issued Parent Ordinary Shares (herein, the “deposit of shares”) upon payment in full of the Purchase Price for such Parent Ordinary Shares (together with the XL-Cayman Obligations and the Parent Obligations, each as defined below, the “Obligations”), each in accordance with the provisions of the Purchase Contracts and the Purchase Contract Agreement, each as amended and supplemented hereby, as provided below. (b) In addition to the Trustee Guarantees described in Section 7.1(a) herein, XL-Cayman also hereby fully and unconditionally guarantees (each, an “XL-Cayman Guarantee”) to the due and punctual payment Holders of the principal ofPurchase Contracts the performance of all other obligations of XL-Switzerland under the Purchase Contract (the “XL-Cayman Obligations”), premiumeach in accordance with the provisions of the Purchase Contracts and the Purchase Contract Agreement, if anyeach as amended and supplemented hereby, as provided below. (c) In addition to the Guarantees described in Section 7.1(a) herein, the Parent also hereby fully and unconditionally guarantees (each, a “Parent Guarantee”) the XL-Cayman Obligations described in Section 7.1(b) herein (the “Parent Obligations”). (d) Each Guarantor hereby waives notice of acceptance of the applicable Guarantee and of default of performance by XL-Switzerland, and interest on each Series hereby agrees that payment or the performance of Securities any Obligation, including, but not limited to, the deposit of shares, as applicable, under the Guarantees shall be subject to no condition other than the giving of a written request for which such Guarantor has executed payment or performance, as applicable, in the manner provided in Section 1.5 of the Purchase Contract Agreement, as amended and supplemented by Section 6.1 of this Supplemental Agreement. Each Guarantee is a Notation guarantee of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Companypayment or performance, when and as such principal, premium, if any, interestapplicable, and such not of collection. (e) The obligations of the Guarantors under the Guarantees shall in no way be impaired by: (i) any extension, amendment, modification or renewal of the Purchase Contracts or the Purchase Contract Agreement or this Supplemental Agreement; (ii) any waiver of any default, extension of time or failure to enforce any of the provisions of the Purchase Contracts, the Purchase Contract Agreement or this Supplemental Agreement; or (iii) any extension, moratorium or other amounts relief granted to XL-Switzerland, as applicable, pursuant to any applicable law or statute. (f) The Guarantors shall become due jointly and payableseverally be obligated to make payment or perform, whether at as applicable, under the Stated Maturity Guarantees, for the benefit of the Holders of the Purchase Contracts, in the same manner in which XL-Switzerland is obligated to make payments on the Purchase Contracts or by declaration of accelerationperform under the Purchase Contract Agreement, call for redemption or otherwiseas amended and supplemented hereby, according as applicable. (g) Subject to clause (f) below, the Guarantors hereby agree that: (i) the Purchase Contracts will be paid and performed under, as applicable, strictly in accordance with the terms of such Securities the Purchase Contracts and this Indenture, subject to the limitations set forth in Section 12.3. c. Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reasonPurchase Contract Agreement, each as amended and supplemented hereby, regardless of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder shall be fullvalue, unconditional and absolutegenuineness, irrespective of the validity, regularity or enforceability of the SecuritiesPurchase Contracts and the Purchase Contract Agreement, the Guarantee (including the Guarantee and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent with respect thereto, to the fullest extent permitted by law; and (ii) the joint and several liability of each Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by each Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to such Guarantor or otherwise, whether based upon any obligations or any other Guarantoragreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (A) any lack of validity or this Indentureenforceability of any agreement or instrument relating to the Purchase Contracts; (B) any change in the time, manner or place of payment or performance, as applicable, under, or in any other term in respect of, all or any of the Purchase Contracts, or any other amendment or waiver of or consent to any departure from any other agreement relating to the Purchase Contracts; (C) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Purchase Contracts; (D) any other circumstance that might otherwise constitute a defense available to, or a discharge of, XL-Switzerland in respect of the Purchase Contracts; (E) the absence of any action to enforce on the same, any waiver or consent by any Holder part of the Securities with respect Agent to obtain payment or performance, as applicable, under the Purchase Contracts or the Purchase Contract Agreement from XL-Switzerland; (F) any provisions hereof insolvency, bankruptcy, reorganization or thereofdissolution, the recovery of any judgment against the Company or any other Guarantorsimilar proceeding of or in respect of XL-Switzerland, including, without limitation, rejection of the Purchase Contracts in such bankruptcy; or (G) the absence of notice or any delay in any action to enforce any provision of the same Purchase Contracts or the Purchase Contract Agreement or to exercise any right or remedy against a Guarantor or XL-Switzerland, whether under the Purchase Contract Agreement, the Purchase Contracts or any other circumstances which might otherwise constitute agreement or any indulgence, compromise or extension granted. (h) Notwithstanding anything to the contrary in the Guarantees, no Guarantor waives any defense that would be available to XL-Switzerland based on a legal breach, default or equitable discharge misrepresentation by the Agent, or defense failure of any condition to XL-Switzerland’s obligations under the Purchase Contract Agreement or the illegality of any provision of the Guarantors. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other GuarantorPurchase Contract Agreement. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever and (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 it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shallthat, to the extent that XL-Switzerland or such Guarantor makes a payment is or must payments to, or a deposit or deposits of shares with, the Agent, which payment or payments or deposit or deposits or any part thereof are subsequently invalidated, declared to be rescinded fraudulent or returnedpreferential, set aside and/or repaid or returned to XL-Switzerland or the Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment, repayment, deposit or return, the Guarantee and the advances or part thereof which have been paid, deposited, reduced or satisfied by such amount shall be deemed to have reinstated and continued in existence notwithstanding such application, full force and the Guarantee shall continue to be effective or be reinstated, effect as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by date such Guarantor pursuant to the provisions of this Indenture; providedinitial payment, howeverdeposit, that such Guarantor shall not be entitled to enforce reduction or to receive any payments arising out of, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedsatisfaction occurred.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely irrevocably guarantees, on a senior subordinated basis (such guarantees (the “to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and --------- de- livered by the Holders 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 or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the obligations con- tained in the Securities, this Indenture and the Guarantees. Each Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, each Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against purposes of the Company Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid by acceleration of such Guarantor 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 uponobligations as provided in Article Six hereof, such right of subrogation until all obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Securities entitled to the Guarantee Guarantees. No stockholder, officer, director or employee, past, present or future, of such Guarantor and the Guarantee any Guarantor, as such, shall have been paid in full any personal liability under such Guarantor's Guarantee by reason of his, her or dischargedits status as such stockholder, officer, director or employee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toTen, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely irrevocably guarantees (to each Holder of a Note authenticated and delivered by the “Guarantee”) to the Holders Trustee and to the Trustee and Collateral Trustee and their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Security Documents or the obligations of the Co-Issuers to the Holders, the Trustee or Collateral Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest interest, on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, Notes when and as such principal, premium, if any, interest, and such other amounts as the same shall become due and payable, whether at the Stated Maturity maturity, upon redemption or repurchase, by declaration of acceleration, call for redemption acceleration or otherwise, according (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest on the Notes and (z) the due and punctual payment and performance of all other obligations of the Co-Issuers, in each case, to the Holders, the Trustee or Collateral Trustee hereunder or thereunder (including amounts due the Trustee and Collateral Trustee under Sections 7.07 and 11.16), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the due and punctual payment and performance of the Guarantee Obligations in accordance with the terms of such Securities and this Indenturethe extension or renewal, subject to the limitations set forth in Section 12.3. c. whether at maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Co-Issuers to the GuaranteeHolders under this Indenture, under the Notes or the Security Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Notes or the Security Documents shall constitute an Event of Default under the Note Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay thereunder in the same immediatelymanner and to the same extent as the obligations of the Co-Issuers. Each of the Guarantors hereby agrees that (to the extent permitted by law) its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the SecuritiesNotes, this Indenture or the Guarantee (including the Guarantee of any other Guarantor) or this IndentureSecurity Documents, 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 Company or any other GuarantorCo-Issuers, or any action to enforce the same same, whether or not a Notation of Guarantee is affixed to any particular Note, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of a Guarantor (other than payment). To the Guarantors. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or fullest extent permitted by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, law and subject to Section 6.7 by 6.06, each of the Holders, on Guarantors hereby waives the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Co-Issuers, any of right to require a proceeding first against the GuarantorsCo-Issuers, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture, this Note Guarantee and the Security Documents. This Note Guarantee is a guarantee of payment and not of collection. If any agreementHolder, instrument the Trustee or document evidencing Collateral Trustee is required by any court or otherwise to return to any Co-Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to such Co-Issuer or such Guarantor, any amount paid by such Co-Issuer or such Guarantor to the Guarantee may Trustee, Collateral Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders, the Trustee and Collateral Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Ten, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six for the Trustee against the Company purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedNote Guarantee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each Each Subsidiary Guarantor hereby unconditionally, jointly and severally, fully, unconditionally and absolutely guarantees (each such guarantee being referred to herein as this "Subsidiary Guarantee," with all such guarantees being referred to herein as the “Guarantee”"Subsidiary Guarantees") to each Holder of Securities authenticated and delivered by the Holders Trustee of each series to which this Article XII has been made applicable as provided in Section 2.1(20), and to the Trustee and its successors and assigns, the due full and punctual payment prompt performance of the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable Company's obligations under this Indenture and the Securities and that: (a) the principal of such Series by the Company, when (and as such principal, premium, if any, interest, on) and such other amounts as shall become due and payableinterest on the Securities will be promptly paid in full when due, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption or otherwise, according and interest on the overdue principal of and interest on the Securities, if any, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) 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 such Securities the extension or renewal, whether at Stated Maturity, by acceleration or otherwise; subject, however, in the case of clauses (a) and this Indenture(b) above, subject to the limitations set forth in Section 12.3. c. 12.4 hereof. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, or any performance so guaranteed for whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors Subsidiary Guarantor hereby agrees that its obligations hereunder shall shall, to the extent permitted by law, be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 or any other GuarantorCompany, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantorsa guarantor. Each Subsidiary Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled waives, to the Guarantee of such Guarantorextent permitted by law, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that 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 any agreementHolder or the Trustee is required by any court or otherwise to return to the Company, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreementSubsidiary Guarantor, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person custodian, trustee, liquidator or other similar official acting in relation to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of Subsidiary Guarantor, any amount paid by the GuarantorsCompany or any Subsidiary Guarantor to the Trustee or such Holder, the Guarantee shallthis Subsidiary Guarantee, to the extent that such payment is or must be rescinded or returnedtheretofore discharged, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders reinstated in full force and the Trustee against the Company in respect of any amounts paid by such effect. Each Subsidiary Guarantor pursuant to the provisions of this Indenture; provided, however, that such 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 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 Securities entitled to obligations guaranteed hereby may be accelerated as provided in Article IV hereof for the Guarantee 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 IV hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor and for the Guarantee shall have been paid in full or dischargedpurpose of this Subsidiary Guarantee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each Each Guarantor hereby fully and unconditionally guarantees (each such guarantee is referred to herein as a “Guarantee”), jointly and severally, fullyas primary obligor and not merely as surety, unconditionally and absolutely guarantees (to each Holder of the “Guarantee”) to the Holders Notes and to the Trustee Trustee, the prompt payment when due (whether by acceleration or otherwise) at the place and punctual payment in the manner provided in the terms of the Notes and in the Indenture of: (i) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal, premiuminterest, if any, interestand additional amounts required by the Notes, if any, on each of the Notes at the respective times provided in the terms of the Notes and such other amounts as shall become due and payablein the Indenture in respect of the Notes, whether at maturity, by acceleration or otherwise and whether any such amounts are allowed or allowable in any bankruptcy or insolvency of the Stated Maturity or by declaration of accelerationCompany, call for redemption or otherwise, according to (ii) interest on any overdue amounts specified in the terms of such Securities the Notes and this Indenturein the Indenture in respect of the Notes, subject and (iii) all other amounts payable by the Company under the Indenture in respect of the Notes or under the Notes including, without limitation, amounts payable to the Trustee or the Holders under Section 6.6 and Article Five of the Base Indenture in respect of the Notes, all in accordance with the terms hereof and the terms of the Notes, subject, however, in the case of clauses (i), (ii) and (iii) above, to the limitations set forth in this Section 12.3. c. Failing 2.08. In case of any extension of time of payment or renewal of any Notes or of any such other payment obligations, each Guarantor hereby agrees to pay promptly such Notes in full when due in accordance with the terms of any amount guaranteed pursuant to the Guaranteeextension or renewal, for whatever reasonwhether at stated maturity, by acceleration or otherwise. This is a guarantee of payment and not of collection. To the fullest extent permitted by applicable law, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors Guarantor hereby agrees that its obligations hereunder shall be full, unconditional and absoluteabsolutely unconditional, irrespective of the any lack of validity, regularity or enforceability of the Securities, Notes or the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action failure to enforce the same, any waiver or consent to the Company with respect thereto by any Holder of or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of a surety or guarantor. To the Guarantors. Each fullest extent permitted by applicable law, each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and in this Guarantee. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreementGuarantor, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person custodian, trustee, liquidator or other similar official acting in relation to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of Guarantor, any amount paid by the GuarantorsCompany or any Guarantor to the Trustee or such Holder, the Guarantee shallthis Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect to the fullest extent permitted by applicable law. To the fullest extent permitted by applicable law, be deemed to have continued in existence notwithstanding such applicationeach Guarantor further agrees that, as between each Guarantor, on the one hand, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against Trustee, on the Company other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Base Indenture in respect of any amounts paid by such Guarantor pursuant to the provisions Notes for the purposes of this Indenture; providedGuarantee, howevernotwithstanding any stay, that injunction or other prohibition preventing such Guarantor shall not be entitled to enforce or to receive acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any payments arising out of, or based uponacceleration of such obligations as provided in Article Five of the Base Indenture in respect of the Notes, such right obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedthis Guarantee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits Each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedSubsidiary Guarantors hereby, each Guarantor hereby jointly and severallyseverally and unconditionally guarantees, fully, unconditionally and absolutely guarantees on a senior unsecured basis (the such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Holders Trustee and to the Trustee and its successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due and punctual payment (subject to any applicable grace periods) whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal of, premiumand (to the extent permitted by law) interest, if any, and interest on each Series of the Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and payable under this Indenture all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and the thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such Series by other Obligations, the Companysame shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, when and as such principal, premium, if any, interest, and such other amounts as shall become due and payablesubject to any applicable grace period, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to subject, however, in the terms case of such Securities (a) and this Indenture, subject (b) to the limitations set forth in Section 12.3. c. 10.04. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Issuer to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each of the Guarantors will Subsidiary 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 this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations Obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Subsidiary Guarantor, the recovery of any judgment against the Company or any other GuarantorIssuer, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Subsidiary Guarantor. Each of the Guarantors. Each Guarantor Subsidiary Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuer, any of right to require a proceeding first against the GuarantorsIssuer, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person custodian, trustee, liquidator or other similar official acting in relation to the Guarantee isIssuer or such Subsidiary Guarantor, any amount paid by the Issuer or must besuch Subsidiary Guarantor to the Trustee or such Holder, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shallthis Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect. Each Subsidiary Guarantor further agrees that, be deemed to have continued in existence notwithstanding such applicationas between it, on the one hand, and the Guarantee shall continue to be effective or be reinstatedHolders of Securities and the Trustee, as on the case may beother hand, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights (a) the maturity of the Holders and Obligations guaranteed hereby may be accelerated as provided in Article 6 for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Subsidiary Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee, agent or incorporator, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Subsidiary Guarantor (other than the Issuer) that such Guarantor shall not makes a payment or distribution under its Guarantee will be entitled to enforce or to receive any payments arising out ofa contribution from each other Subsidiary Guarantor in an amount pro rata, or based uponon the net assets of each Subsidiary Guarantor (other than the Issuer), such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits Each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severallyseverally and unconditionally guarantees, fully, unconditionally and absolutely guarantees on a senior subordinated basis (the “such guarantee to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and delivered by the Holders Trustee and to the Trustee the due and punctual payment of its successors and assigns that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities (and any Liquidated Damages payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as Obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, by acceleration or otherwise subject, however, in the Stated Maturity or by declaration case of acceleration, call for redemption or otherwise, according to the terms of such Securities (i) and this Indenture, subject (ii) to the limitations set forth in Section 12.3. c. 11.04. Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the Obligations of the Company. Each of the Guarantors hereby agrees that its obligations Obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 re- spect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue to be effective or be reinstatedHolders of Securities and the Trustee, as on the case may beother hand, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights (a) the maturity of the Holders and Obligations guaranteed hereby may be accelerated as provided in Article Six for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such Obligations as provided in Article Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor in an amount pro rata, or based uponon the net assets of each Guarantor, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding The Company shall cause each of the Company’s current and future domestic Subsidiaries that is a borrower or guarantor under (1) the Credit Agreement or (2) any provision credit agreement that replaces or refinances the Credit Agreement and under which the Company may borrow not less than $50.0 million (each a “Guarantor”) to enter into a Guarantee contemporaneously with the satisfaction by such domestic Subsidiary of the conditions of either clause (1) or clause (2) of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each sentence. Each Guarantor hereby unconditionally guarantees (such guarantee is referred to herein as a "Guarantee"), jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders each Holder of a Note and to the Trustee Trustee, the prompt payment when due (whether by acceleration or otherwise) at the place and punctual payment in the manner provided in the terms of the Notes and in the Indenture of: (i) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal, premiuminterest, if any, interestand additional amounts required by the Notes, if any, on each of the Notes at the respective times provided in the terms of the Notes and such other amounts as shall become due and payablein the Indenture, whether at maturity, by acceleration or otherwise and whether any such amounts are allowed or allowable in any bankruptcy or insolvency of the Stated Maturity or by declaration of accelerationCompany, call for redemption or otherwise, according to (ii) interest on any overdue amounts specified in the terms of such Securities the Notes and this in the Indenture, subject and (iii) all other amounts payable by the Company under the Indenture or under the Notes including, without limitation, amounts payable to the Trustee or the Holders under Section 6.6 and Article Five of the Indenture, all in accordance with the terms hereof and the terms of the Notes, subject, however, in the case of clauses (i), (ii) and (iii) above, to the limitations set forth in this Section 12.3. c. Failing 2.9. In case of any extension of time of payment or renewal of any Notes or of any such other payment obligations, each Guarantor hereby agrees to pay promptly such Notes in full when due of any amount guaranteed pursuant to in accordance with the Guarantee, for whatever reason, each terms of the Guarantors will be jointly extension or renewal, whether at stated maturity, by acceleration or otherwise. This is a guarantee of payment and severally obligated to pay the same immediatelynot of collection. Each of the Guarantors Guarantor hereby agrees that its obligations hereunder shall be full, unconditional and absoluteabsolutely unconditional, irrespective of the any lack of validity, regularity or enforceability of the Securities, Notes or the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action failure to enforce the same, any waiver or consent to the Company with respect thereto by any Holder of or the Securities with respect to any provisions hereof or thereofTrustee, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantorsa surety or guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and in this Guarantee. If any agreementHolder or the Trustee is required by any court or otherwise to return to the 9091443 06121973 Company, instrument any Guarantor, or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between each Guarantor, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against Trustee, on the Company other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture 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 amounts paid acceleration of such obligations as provided in Article Five of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such each Guarantor pursuant to for the provisions purpose 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 until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedGuarantee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely irrevocably guarantees, on a senior subordinated basis (such guarantees (the “to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and --------- delivered -117- by the Holders 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 or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely irrevocably guarantees, on a senior subordinated basis (such guarantees (the “to be referred to herein as a "Guarantee”") to each Holder of a Security authenticated and --------- delivered by the Holders 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 or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, -107- if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency -108- or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision The Guarantors will initially consist of this Article XII Husky ▇▇▇▇▇, LLC, 42-16 CLO L Sell, LLC, Husky UK ▇▇▇▇▇, LLC, Husky AU ▇▇▇▇▇, LLC, Husky AU-A ▇▇▇▇▇, LLC, Husky SEK ▇▇▇▇▇, LLC, ▇▇▇▇▇▇ Holdings I, LLC, Ambassador AUD Holdings, LLC, 345-JV Partners LLC, Husky CAD ▇▇▇▇▇, LLC, Husky EUR ▇▇▇▇▇, LLC, Parlex ONT Partners GP, LLC, De Vere Resorts ▇▇▇▇▇ 2014, LLC, Q Hotels ▇▇▇▇▇ 2014, LLC, Ambassador CAD Holdings, LLC, Ambassador GBP Holdings, LLC, Ambassador EUR Holdings, LLC, Ambassador SEK Holdings, LLC, Molten Partners, LLC, 345-Lux GBP Partners, LLC, 345-1 Partners, LLC, 345-2 Partners, LLC, 345-Lux EUR Partners, LLC, Magma ▇▇▇▇▇ 12, LLC and Magma ▇▇▇▇▇ 13, LLC. Subject to the contrary, the provisions of this Article XII shall be applicable only to, 10 and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedfullest extent permitted by applicable law, each Guarantor hereby hereby, jointly and severally, fullyseverally with all other Guarantors (if any), unconditionally and absolutely guarantees (irrevocably guarantees, to each Holder of an outstanding Note authenticated and delivered by the “Guarantee”) to the Holders Trustee and to the Trustee and the Notes Collateral Agent and their respective successors: (a)(x) the due and punctual payment of the principal of, and premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, Notes when and as such principal, premium, if any, interest, and such other amounts as the same shall become due and payable, whether at the Stated Maturity or maturity, upon redemption, by declaration of acceleration, call for redemption acceleration or otherwise, according (y) the due and punctual payment of interest on the overdue principal at the rate per annum set forth in the last paragraph of Section 4.01 and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest on the Notes and (z) the due and punctual payment of all other amounts due from the Company to the Holders or the Trustee or the Notes Collateral Agent under this Indenture or the Notes, all in accordance with the terms of such Securities this Indenture and this Indenturethe Notes (collectively, subject to the limitations set forth “Guarantee Obligations”); and (b) in Section 12.3. c. case of any extension of time of payment or renewal of any Notes, the due and punctual payment of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed pursuant to the Guarantee, for whatever reason, each of the Guarantors will Guarantor shall be jointly and severally obligated to pay pay, upon written demand by the Trustee or the Notes Collateral Agent, the same immediately. Each of the Guarantors hereby agrees that (to the fullest extent permitted by applicable law) its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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, any release of any other Guarantor, the recovery of any judgment against the Company or any other GuarantorCompany, or any action to enforce the same same, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantorsa Guarantor. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled waives (to the Guarantee fullest extent permitted by applicable law) the benefit of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever (in each case except as required by this Indenture). Each Guarantee is a guarantee of payment and (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit not of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to itcollection. Each Guarantor further hereby agrees that if at (to the fullest extent permitted by applicable law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article 10, the maturity of certain obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantees, notwithstanding (to the fullest extent permitted by applicable law) any time all stay, injunction or any part other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any payment theretofore applied by any person to the Guarantee isacceleration of such obligations as provided in Article 6 hereof, such obligations (whether or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, not due and payable) shall (to the extent permitted by applicable law) forthwith become due and payable by the Guarantors for the purpose of the Guarantees. Each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor (if any) in an amount equal to such other Guarantor’s pro rata portion of such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and based on the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights respective net assets of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor 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 until all of the Securities entitled to Guarantors at the Guarantee time of such Guarantor and the Guarantee shall have been paid payment determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees irrevocably guarantees, on a senior basis, except as described in Section 6.12, (the “such guarantee to be referred to herein as a "Guarantee”") to each Holder of a Note authenticated and delivered by the Holders 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 or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, in- junction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision The Guarantor hereby unconditionally guarantees to each holder of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee a Security of each Guarantor identified in such designation series authenticated and that has executed a Notation of Guarantee with respect to such Series. b. For value receiveddelivered by the Trustee, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal ofPrincipal of (including any amount in respect of original issue discount), premiumand interest (including, in the event the Company defaults on a payment of interest on the Securities, defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest), if any (together with any additional amounts payable pursuant to the terms of such Security), on such Security and the due and punctual payment of the sinking fund payments, if any, and interest on each Series of Securities analogous obligations, if any, provided for which such Guarantor has executed a Notation of Guarantee with respect pursuant to such Series and all other amounts due and payable under this Indenture and the Securities terms of such Series by the CompanySecurity, when and as such principal, premium, if any, interest, and such other amounts as the same shall become due and payable, whether at the Stated Maturity maturity or by upon redemption or upon declaration of acceleration, call for redemption acceleration or otherwise, otherwise according to the terms of such Securities Security and of this Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), subject interest (including, in the event the Company defaults on a payment of interest on the Securities, defaulted interest plus (to the limitations set forth in Section 12.3. c. Failing payment when due of extent lawful) any amount guaranteed interest payable on the defaulted interest, together with any additional amounts payable pursuant to the Guaranteeterms of such Security), for whatever reasonsinking fund payment, each of or analogous obligation, the Guarantors will be jointly Guarantor agrees duly and severally obligated punctually to pay the same immediatelysame. Each of the Guarantors The Guarantor hereby agrees that its obligations hereunder shall be full, absolute and unconditional and absolute, irrespective of the validity, regularity or enforceability any extension of the Securities, the Guarantee (including the Guarantee time for payment of any other Guarantor) such Security, any modification of any such Security, any invalidity, irregularity or unenforceability of any such Security 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 or any other Guarantor, or any action failure to enforce the same or any waiver, modification or indulgence granted to the Company with respect thereto by the holder of such Security or the Trustee, or any other circumstances which might may otherwise constitute a legal or equitable discharge of a surety or defense of any of the Guarantorsguarantor. Each The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency merger or bankruptcy of the Company Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to any of such Security or the Guarantors, indebtedness evidenced thereby and all demands whatsoever and (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 it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization and covenants that this guarantee will not be discharged as to any such Security except by payment in full of the Principal of (including any amount payable in respect of original issue discount), and interest (including, in the event the Company or any defaults on a payment of interest on the GuarantorsSecurities, the Guarantee shall, defaulted interest plus (to the extent that lawful) any interest payable on the defaulted interest), if any (together with any additional amounts payable pursuant to the terms of such Security), thereon, either pursuant to Section 9.01 or Section 9.02 or otherwise. Upon making any payment is or must be rescinded or returnedhereunder, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all the rights of the Holders and the Trustee a Holder against the Company in with respect of any amounts paid by to such Guarantor pursuant to payment; provided that 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 payment by way of subrogation until all amounts of Principal of and interest on the Securities entitled to and all other amounts payable by the Guarantee of such Guarantor and the Guarantee shall Company under this Indenture have been paid in full full. The guarantee set forth in this Section shall not be valid or dischargedbecome obligatory for any purpose with respect to a Security of any series until the Security shall have been authenticated by the Trustee.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toThirteen, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors hereby, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees irrevocably guarantees, on a senior basis, except as described in Section 6.12 (such guarantee to be referred to herein as a "Guarantee"), to each Holder of a Note authenticated and delivered by the “Guarantee”) to the Holders 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 or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Company or the Guarantors to the Holders or the Trustee hereunder or thereunder (including 121 amounts due the Trustee under Section 7.07 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Company to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors will be jointly and severally obligated to pay hereunder in the same immediatelymanner and to the same extent as the obligations of the Company. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorCompany, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor Guarantors hereby agrees that in waives the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Company, any of right to require a proceeding first against the GuarantorsCompany, protest, notice and all demands whatsoever and (ii) acknowledges covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any agreementHolder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, instrument or document evidencing any custodian, trustee, liquidator or other similar official acting in relation to the Guarantee may Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be transferred reinstated in full force 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 iteffect. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to that, as between it, on the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such applicationone hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against the Company purposes of this Guarantee, notwithstanding any stay, injunction 122 or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor pursuant to the provisions Guarantors for the purpose of this Indenture; providedGuarantee. No stockholder, howeverofficer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that such Guarantor makes a payment or distribution under its Guarantee shall not be entitled to enforce or to receive any payments arising out ofa contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid determined in full or dischargedaccordance with GAAP.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article XII shall be applicable only to, (a) The Grantor does hereby irrevocably and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value received, each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee guarantee the due and punctual payment and performance by Silicon Gaming, Inc. of its obligations to the principal of, premium, if anySecured Party under, and interest on in connection with, the Purchase Agreements, including, but not limited to (i) all liabilities and obligations and Indebtedness, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of Silicon Gaming, Inc. to the Secured Party, now or hereafter owing or incurred (including, without limitation, all obligations of Silicon Gaming, Inc. under the (A) Senior Notes and (B) New Notes (each Series as defined in the 1999 Purchase Agreement); and (ii) the performance of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due agreements, covenants and payable under this Indenture and the Securities conditions of such Series by the CompanySilicon Gaming, when and as such principal, premium, if any, interest, and such other amounts as shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations Inc. set forth in Section 12.3. c. Failing payment when due the Purchase Agreements and all documents, instruments and other agreements executed in connection therewith. The responsibilities and obligations of any amount guaranteed pursuant the Grantor to the Guarantee, for whatever reason, each of Secured Party described above are hereinafter referred to collectively as the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder shall be full"Guaranteed Obligations." (b) This Guaranty is an absolute, unconditional and absolute, irrespective continuing guaranty of the validityfull and punctual performance by Silicon Gaming, regularity or enforceability Inc. of the Securities, the Guarantee (including the Guarantee Guaranteed Obligations and not of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder collectibility of the Securities with respect Guaranteed Obligations, and is in no way conditioned upon any requirement that the Secured Party first attempt to collect any of the Guaranteed Obligations from Silicon Gaming, Inc. or resort to any provisions hereof security or thereof, the recovery other means of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense obtaining payment of any of the GuarantorsGuaranteed Obligations which the Secured Party now has or may acquire after the date hereof, or upon any contingency whatsoever. Each Guarantor hereby agrees that Upon any default by Silicon Gaming, Inc. in the event full and punctual payment and performance of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or any of the GuarantorsGuaranteed Obligations, the liabilities and all demands whatsoever obligations of the Grantor hereunder shall, at the option of the Secured Party, become forthwith due and (ii) acknowledges that any agreement, instrument payable to the Secured Party without demand or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder notice of any agreementnature, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor 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 until all of which are expressly waived by the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or dischargedGrantor.

Unconditional Guarantee. a. Notwithstanding any provision of this Article XII Subject to the contrary, the provisions of this Article XII shall be applicable only toEleven, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits each of the Guarantee of each Guarantor identified in such designation and that has executed a Notation of Guarantee with respect to such Series. b. For value receivedGuarantors, each Guarantor hereby shall hereby, jointly and severally, fully, unconditionally and absolutely irrevocably guarantee, on a senior subordinated basis (such guarantees (to be referred to herein as the “GuaranteeGuarantees”) to each Holder of a Security authenticated and delivered by the Holders 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 Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of such Series Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the Company, when overdue principal and as such principal, premium(to the extent permitted by law) interest, if any, intereston the Securities and all other obligations of the Issuers or the Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other amounts as obligations, the same shall become be promptly paid in full when due and payableor performed in accordance with the terms of the extension or renewal, whether at the Stated Maturity or maturity, by declaration of acceleration, call for redemption acceleration or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. c. . Failing payment when due of any amount guaranteed pursuant so guaranteed, or failing performance of any other obligation of the Issuers to the GuaranteeHolders under this Indenture or under the Securities, for whatever reason, each of the Guarantors will 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 of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Issuers. Each of the Guarantors Guarantors, shall hereby agrees agree that its obligations hereunder shall be full, unconditional and absoluteunconditional, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) 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 Company or any other GuarantorIssuers, or any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of any a Guarantor. Each of the Guarantors. Each Guarantor , shall hereby agrees that in waive the event benefit of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7 by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. d. Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or Issuers, any of right to require a proceeding first against the GuarantorsIssuers, protest, notice and all demands whatsoever and (ii) acknowledges covenants that any agreementits Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, instrument or document evidencing this Indenture and 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 itGuarantees. Each Guarantor further agrees that if at Guarantee is a guarantee of payment and not of collection. If any time all Holder or the Trustee is required by any court or otherwise to return to the Issuers or to any Guarantor, or any part of custodian, trustee, liquidator or other similar official acting in relation to such Issuers or such Guarantor, any payment theretofore applied amount paid by any person such Issuers or such Guarantor to the Guarantee isTrustee or such Holder, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shalleach Guarantee, to the extent that such payment is or must theretofore discharged, shall be rescinded or returnedreinstated in full force and effect. Each Guarantor, be deemed to have continued in existence notwithstanding such applicationshall hereby further agree that, as between it, on the one hand, and the Guarantee shall continue Holders of Securities and the Trustee, on the other hand, (a) subject to be effective or be reinstatedthis Article Eleven, as the case may be, as though such application had not been made. e. Each Guarantor shall be subrogated to all rights maturity of the Holders and obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the Trustee against purposes of the Company Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any amounts paid acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee. The obligations of each Guarantor 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 until all Holders of the Securities entitled and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the Guarantee shall have been paid prior payment in full in cash or dischargedCash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article Twelve.