Common use of Form of Guarantee Clause in Contracts

Form of Guarantee. The form of Secured Notes Guarantee shall be set forth on the Secured Notes substantially as follows: For value received, each Notes Guarantor hereby guarantees, jointly and severally with the other Notes Guarantors, as a primary obligor and not merely as a surety, the due and punctual payment and performance (i) to the holder of this Security the payment of principal of, premium, if any, and interest on, the Security upon which this Secured Notes Guarantee is set forth in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of such Security, if lawful, to the holder of such Security and the Trustee on behalf of the Holders and (ii) all amounts owed to the Trustee under the Indenture, in each case in accordance with and subject to the terms and limitations of such Security, the Indenture and Articles II and IV of the First Supplemental Indenture. This Secured Notes Guarantee (i) will not become effective until the Trustee or Authenticating Agent duly executes the certificate of authentication on this Security and (ii) shall be immediately and automatically released and/or terminated, with no further effect, if, (a) during the period commencing 60 days prior to the first public notice of the Company’s intention to effect the Merger and ending 60 days after the consummation of the Acquisition, a “Rating Event” is deemed to occur or (b) within 61 days after the consummation of the Acquisition, (1) a “Change of Control Triggering Event” is deemed to occur or (2) it is publicly announced that the rating of the Secured Notes is under consideration for a possible downgrade by any of the Rating Agencies. This Secured Notes Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. Dated: [NOTES GUARANTORS] By: Name: Title:

Form of Guarantee. The form of Secured Notes Guarantee shall be set forth on the Secured Notes applicable series of Securities substantially as follows: For value received, each Notes Guarantor hereby guarantees, jointly and severally with the other Notes Guarantors, as a primary obligor and not merely as a surety, the due and punctual payment and performance (i) to the holder of this Security the payment of principal of, premium, if any, and interest on, the Security upon which this Secured Notes Guarantee is set forth in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of such Security, if lawful, to the holder of such Security and the Trustee on behalf of the Holders and (ii) all amounts owed to the Trustee under the Indenture, in each case in accordance with and subject to the terms and limitations of such Security, the Indenture and Articles II and IV of the First Sixth Supplemental Indenture. This Secured Notes Guarantee (i) will not become effective until the Trustee or Authenticating Agent duly executes the certificate of authentication on this Security and (ii) shall be immediately and automatically released and/or terminated, with no further effect, if, (a) during the period commencing 60 days prior to the first public notice of the Company’s intention to effect the Merger and ending 60 days after the consummation of the Acquisition, a “Rating Event” is deemed to occur or (b) within 61 days after the consummation of the Acquisition, (1) a “Change of Control Triggering Event” is deemed to occur or (2) it is publicly announced that the rating of the such series of Secured Notes is under consideration for a possible downgrade by any of the Rating Agencies. This Secured Notes Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. Dated: [NOTES GUARANTORS] By: Name: Title:

Form of Guarantee. The form of Secured Notes Guarantee shall be set forth on the Secured Notes substantially as follows: For value received, [each Notes Guarantor of the below-named subsidiaries of Xxxxxxx International Limited (“Xxxxxxx International” or the “Issuer”, which terms, in each case, includes any successor corporation under the Indenture hereinafter referred to)] hereby guaranteesirrevocably, jointly and severally with the other Notes Guarantors, as unconditionally guarantees on a primary obligor and not merely as a surety, the due and punctual payment and performance (i) senior subordinated basis to the holder Holder of this Security the payment of principal of, premium, if any, and interest on, the Security upon which this Secured Notes Guarantee is endorsed and to the Trustee (i) the due and punctual payment, as set forth in the amounts Indenture, dated September 22, 2005, by and at among Xxxxxxx International, as issuer, the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee (as may be amended, modified or supplemented from time to time, the “Indenture”), pursuant to which such Security and this Guarantee were issued, of the principal of, premium (if any) and interest (and Liquidated Damages, if any) on such Security when and as the same shall become due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of such Security, if lawful, for any reason according to the holder terms of such Security and the Trustee on behalf Article XI of the Holders and Indenture, (ii) the payment or performance of all amounts owed other obligations of the Issuer to the Holders or the Trustee under the IndentureIndenture or the Securities and (iii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the payment in each case full when due or performance in accordance with and subject to the terms and limitations of such Security, the Indenture and Articles II and IV of the First Supplemental Indentureextension or renewal. This Secured Notes The Guarantee (i) of the Security upon which this Guarantee is endorsed will not become effective until the Trustee or Authenticating Agent duly executes signs the certificate of authentication on this Security such Security. By and (ii) shall be immediately and automatically released and/or terminated, with no further effect, if, (a) during the period commencing 60 days prior to the first public notice on behalf of the Company’s intention to effect the Merger and ending 60 days after the consummation of the Acquisition, a “Rating Event” is deemed to occur or (b) within 61 days after the consummation of the Acquisition, (1) a “Change of Control Triggering Event” is deemed to occur or (2) it is publicly announced that the rating of the Secured Notes is under consideration for a possible downgrade by any of the Rating Agencies. This Secured Notes Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof. Datedfollowing Guarantors: [NOTES GUARANTORS[ ] By: Name: Title: