Common use of Guarantee of Debt Securities Clause in Contracts

Guarantee of Debt Securities. The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on, such Security, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption, acceleration or otherwise according to the terms of such Security and of this Indenture. In case of default by the Corporation in the payment of any such principal (including any amount in respect of original issue discount), or any premium or interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security), the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any invalidity, irregularity or unenforceability of any such Security or this Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Corporation with respect thereto by the Holder of such Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer Trust, any right to require a demand or proceeding first against the Corporation, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, 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 any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on, such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of the Guarantee, by accepting the same, (a) shall agree to and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. All payments pursuant to the Guarantee shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of Securities or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Security; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the date on which payment thereof is duly provided for; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee.

Guarantee of Debt Securities. The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on), on such SecuritySecurity and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption, redemption or upon declaration of acceleration or otherwise according to the terms of such Security and of this Indenture. In case of default by the Corporation in the payment of any such principal (including any amount in respect of original issue discount), or any premium or and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security), sinking fund payment, or analogous obligation, the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and junior subordinated obligations of the Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any invalidity, irregularity or unenforceability of any such Security or this Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Corporation with respect thereto by the Holder of such Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer Trust, any right to require a demand or proceeding first against the Corporation, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, 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 any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on), such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of the Guarantee, by accepting the same, (a) shall agree to and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisionsthereon. All payments pursuant to the Guarantee shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of the Securities of any series or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Securitysecurity; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the Stated Maturity or the date on which payment thereof is duly provided for, whichever occurs later; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security of any series until the certificate of authentication on such Security shall have been signed by the Trustee.

Guarantee of Debt Securities. The Guarantor hereby irrevocably and unconditionally guarantees to the holder of each Holder Debt Security of a Security each series authenticated and delivered by the Trustee the due and punctual payment of the principal of (including any amount in respect of original issue discount)) of, and premium, if any, and interest, if any premium and interest (together with any Additional Interest and Additional Sums additional amounts payable pursuant to the terms of such Debt Security) on), on such SecurityDebt Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of such Debt Security, when and as the same shall become due and payable, whether at Stated Maturity maturity or upon redemption, redemption or upon declaration of acceleration or otherwise otherwise, according to the terms of such Debt Security and of this Indenture; provided that if such Debt Security is subordinated in right of -------- payment to the other indebtedness of the Company, the guarantee shall be subordinated to the Guarantor's other Indebtedness substantially to the same extent as such Debt Security is subordinated to such other Indebtedness of the Company according to the terms of such Debt Security and of this Indenture. In The Guarantor agrees that in case of default by the Corporation Company in the payment of any such principal (including any amount in respect of original issue discount), or any premium or premium, interest (together with any Additional Interest and Additional Sums additional amounts payable pursuant to the terms of such Debt Security), sinking fund payment, or analogous obligation, the Guarantor agrees shall duly and punctually to pay the samesame except as limited by the proviso in the immediately preceding sentence. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of any such Debt Security, any modification of any such Debt Security or the supplemental indenture or Board Resolution relating thereto, any invalidity, irregularity or unenforceability of any such Debt Security or this Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Corporation Company with respect thereto by the Holder holder of such Debt Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer TrustCompany, any right to require a demand or proceeding first against the CorporationCompany, protest or notice with respect to any such Debt Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this guarantee will not be discharged as to any such Debt Security except by payment in full of the principal of (including any amount payable in respect of original issue discount)) of, and premium, if any, and interest, if any premium and interest (together with any Additional Interest and Additional Sums additional amounts payable pursuant to the terms of such Debt Security) on), such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of the Guarantee, by accepting the same, (a) shall agree to and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. All payments pursuant to the Guarantee shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of Securities or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Security; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the date on which payment thereof is duly provided for; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholdingthereon. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Debt Security of any series until the certificate of authentication on such Debt Security shall have been signed by the Trustee.

Guarantee of Debt Securities. The Guarantor hereby irrevocably and unconditionally guarantees to each Holder holder of a Security of each series authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and interest, if any premium and interest (together with any Additional Interest and Additional Sums Amounts payable pursuant to the terms of such Security) on), on such SecuritySecurity and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at Stated Maturity maturity or upon redemption, redemption or upon declaration of acceleration or otherwise according to the terms of such Security and of this Indenture. In case of default by the Corporation Company in the payment of any such principal (including any amount in respect of original issue discount), or any premium or interest (together with any Additional Interest and Additional Sums additional amounts payable pursuant to the terms of such Security), sinking fund payment, or analogous obligation, the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of any such Security, any modification of any such Security, any invalidity, irregularity or unenforceability of any such Security or this Indenture, any failure to enforce the same or any waiver, modification, consent modification or indulgence granted to the Corporation Company with respect thereto by the Holder holder of such Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer TrustCompany, any right to require a demand or proceeding first against the CorporationCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, 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, if any premium and interest (together with any Additional Interest and Additional Sums additional amounts payable pursuant to the terms of such Security) on), such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of the Guarantee, by accepting the same, (a) shall agree to and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. All payments pursuant to the Guarantee shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of Securities or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Security; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the date on which payment thereof is duly provided for; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholdingthereon. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security of any series until the certificate of authentication on such Security shall have been signed by the Trustee.

Guarantee of Debt Securities. The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on), on such SecuritySecurity and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption, redemption or upon declaration of acceleration or otherwise according to the terms of such Security and of this Indenture. In case of default by the Corporation in the payment of any such principal (including any amount in respect of original issue discount), or any premium or and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security), sinking fund payment, or analogous obligation, the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and subordinated obligations of the Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of such Security, any invalidity, irregularity or unenforceability of any such Security or this Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Corporation with respect thereto by the Holder of such Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer Trust, any right to require a demand or proceeding first against the Corporation, protest protect or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, 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 any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on), such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of the Guarantee, by accepting the same, (a) shall agree to and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisionsthereon. All payments pursuant to the Guarantee shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of the Securities of any series or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Securitysecurity; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the Stated Maturity or the date on which payment thereof is duly provided for, whichever occurs later; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security of any series until the certificate of authentication on such Security shall have been signed by the Trustee.

Guarantee of Debt Securities. The Guarantor hereby irrevocably and unconditionally guarantees to each Holder holder of a Security of each series authenticated and delivered by the Trustee Trustee, the due and punctual payment of the principal of (including any amount in respect of original issue discount), and any premium and interest (together with any Additional Interest and Additional Sums Amounts payable pursuant to the terms of such Security) on), on such SecuritySecurity and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at Stated Maturity or upon redemption, redemption or upon declaration of acceleration or otherwise according to the terms of such Security and of this Indenture. In case of default by the Corporation Company in the payment of any such principal (including any amount in respect of original issue discount), or any premium or interest (together with any Additional Interest and Additional Sums Amounts payable pursuant to the terms of such Security), sinking fund payment, or analogous obligation, the Guarantor agrees duly and punctually to pay the same. The Guarantor hereby agrees that its obligations hereunder shall rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor, shall be as principal and not merely as surety, and shall be absolute and unconditional irrespective of any extension of the time for payment of any such Security, any modification of any such Security, any invalidity, irregularity or unenforceability of any such Security or this Indenture, any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Corporation Company with respect thereto by the Holder of such Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer TrustCompany, any right to require a demand or proceeding first against the CorporationCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, 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 any premium and interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security) on, such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of the Guarantee, by accepting the same, (a) shall agree to and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. All payments pursuant to the Guarantee shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of Securities or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Security; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the date on which payment thereof is duly provided for; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security of any series until the certificate of authentication on such Security shall have been signed by the Trustee.

Guarantee of Debt Securities. (1) The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by covenants with the Trustee on behalf of the Holders that the Company will pay, and hereby unconditionally guarantees, as provided in the Guarantee to be endorsed on each Debt Security pursuant to Section 4.2, the due and punctual payment of the principal of and premium (including any amount in respect of original issue discount), and any premium if any) and interest (together with any Additional Interest and Additional Sums payable pursuant to on each Debt Security certified by or on behalf of the terms of such Security) on, such Security, provided for pursuant to the terms of such SecurityTrustee, when and as the same shall become due and payablepayable after any applicable grace period, whether at Stated Maturity their respective due dates, on redemption or upon redemptionon a declaration or otherwise, acceleration or otherwise according to in accordance with the terms of such Debt Security and this Indenture (the "Obligations"); provided, however, that payment of this Indentureinterest on overdue instalments of interest is hereby guaranteed only to the extent permitted by applicable law. In case of default by the Corporation Company in the payment of any such principal (including any amount in respect of original issue discount)principal, premium, or any premium or interest (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security)interest, the Guarantor agrees duly and punctually to pay the samesame without demand after the expiry of any applicable grace period. The Guarantor hereby agrees that its obligations hereunder under each Guarantee and this Indenture shall be as principal and not merely as suretyunconditional, and shall be absolute and unconditional irrespective of any invalidity, illegality, irregularity or unenforceability of any such Debt Security or this IndentureIndenture as regards the Company (other than by reason of lack of genuineness), or the absence of any failure action to enforce the same, the recovery of any judgment against the Company or any action to enforce the same or any waiver, modification, consent or indulgence granted to the Corporation with respect thereto by the Holder of such Security or the Trustee, or any other circumstances which may might otherwise constitute a legal or equitable discharge or defence of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger merger, amalgamation, insolvency or bankruptcy of the Corporation, the Trustee, the Issuer Trust or a trustee of the Issuer TrustCompany, any right to require a demand or proceeding first against the CorporationCompany, protest or notice with respect to any such Debt Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that its obligations under this guarantee Section 4.1 and each Guarantee will not be discharged as to any such Debt Security except by payment in full of the principal of and premium (including any amount payable in respect of original issue discount), and any premium if any) and interest on such Debt Security. (together with any Additional Interest and Additional Sums payable pursuant to the terms of such Security2) on, such Security. The indebtedness evidenced by the Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder obligation of the Guarantee, by accepting the same, (a) shall agree to Guarantor under this Section 4.1 and shall be bound by such provisions, (b) shall authorize and direct the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) shall appoint the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder shall waive all notice of the acceptance of the subordination provisions contained in the Guarantee and in this Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. All payments pursuant to the Guarantee shall be made without set-offa continuing obligation, counterclaim, fees, liabilities shall cover all the Obligations and shall apply to and secure any ultimate balance due or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or therein ("Taxes"). If the Guarantor or any agent thereof is required by law or regulation remaining unpaid to make any deduction or withholding for or on account of Taxes, the Guarantor shall pay such additional amounts ("Additional Guarantee Payments") as shall be necessary in order that the net amounts received pursuant to the Guarantee by the Holders of Securities or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding shall equal the amount that would have been receivable thereunder in the absence of such deduction or withholding, except that no such Additional Guarantee Payments shall be payable: (a) to any Holder of a Security or any interest therein or rights in respect thereof where such deduction or withholding is required by reason of such Holder having some connection with the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding of a payment in respect of such Debt Security; (b) in respect of any deduction or withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than 30 days after the date on which payment thereof is duly provided for; or (c) in respect of any deduction or withholding that would not have been required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making payment hereunder (i) to be subrogated to the rights of a Holder against the Corporation with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Corporation in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. The guarantee set forth in this Section shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee.