Common use of Guarantee Unconditional, etc Clause in Contracts

Guarantee Unconditional, etc. The Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, 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, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Debenture or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the Debentures shall or may, as the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.

Guarantee Unconditional, etc. The Upon failure of payment when due of any obligations covered by the Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolutecontinuing, irrevocable absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, : the recovery of any judgment against the Company Publishing or any action Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Publishing under this Indenture or any Senior Note, by operation of law or otherwise; any modification or amendment of or supplement to enforce this Indenture or any Senior Note; any change in the samecorporate existence, structure or ownership of Publishing or any Guarantor, or any insolvency, bankruptcy, reorganization or other circumstances similar proceeding affecting Publishing or any Guarantor or any of their assets or any resulting release or discharge of any obligation of Publishing or any Guarantor contained in this Indenture or any Senior Note; the existence of any claim, set-off or other rights which any Guarantor may otherwise have at any time against Publishing, any Guarantor, the Trustee, any Securityholder or any other Person, whether in connection herewith or any unrelated transactions, provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against Publishing for any reason of this Indenture or any Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by Publishing of the principal, premium, if any, or interest or any Senior Note or any other Guarantee; or any other act or omission to act or delay of any kind by Publishing or any Guarantor, the Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of a surety or guarantorthe Guarantors' obligations hereunder. The Guarantor hereby waives diligence, presentment, demand Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of payment, filing of claims with a court in and interest on the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Debenture or the indebtedness evidenced thereby Senior Notes and all demands whatsoever, and covenants that this Guarantee will not be discharged except by other Guarantees shall have been paid in full. If at any time any payment in full of the principal of and premiumor interest on any Senior Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, if anybankruptcy or reorganization of Publishing or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agreesArticle Eleven, to the fullest extent that theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it lawfully may do sobe entitled, thatby operation of law or otherwise, as between upon making any payment hereunder to be subrogated to the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity rights of the Debentures shall payee against Publishing with respect to such payment or mayotherwise to be reimbursed, as the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction indemnified or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration exonerated by Publishing in respect of the obligations guaranteed herebythereof.

Guarantee Unconditional, etc. The Upon failure of payment when due of any obligations covered by the Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolutecontinuing, irrevocable absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, : the recovery of any judgment against the Company Publishing or any action Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of Publishing under this Indenture or any Senior Note, by operation of law or otherwise; any modification or amendment of or supplement to enforce this Indenture or any Senior Note; any change in the samecorporate existence, structure or ownership of Publishing or any Guarantor, or any insolvency, bankruptcy, reorganization or other circumstances similar proceeding affecting Publishing or any Guarantor or any of their assets or any resulting release or discharge of any obligation of Publishing or any Guarantor contained in this Indenture or any Senior Note; the existence of any claim, set-off or other rights which any Guarantor may otherwise have at any time against Publishing, any Guarantor, the Trustee, any Securityholder or any other Person, whether in connection herewith or any unrelated transactions, provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against Publishing for any reason of this Indenture or any Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by Publishing of the principal, premium, if any, or interest or any Senior Note or any other Guarantee; or any other act or omission to act or delay of any kind by Publishing or any Guarantor, the Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of a surety or guarantorthe Guarantors' obligations hereunder. The Guarantor hereby waives diligence, presentment, demand Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of payment, filing of claims with a court in and interest on the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Debenture or the indebtedness evidenced thereby Senior Notes and all demands whatsoever, and covenants that this Guarantee will not be discharged except by other Guarantees shall have been paid in full. If at any time any payment in full of the principal of and premiumor interest on any Senior Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, if anybankruptcy or reorganization of Publishing or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agreesArticle 11, to the fullest extent that theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it lawfully may do sobe entitled, thatby operation of law or otherwise, as between upon making any payment hereunder to be subrogated to the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity rights of the Debentures shall payee against Publishing with respect to such payment or mayotherwise to be reimbursed, as the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction indemnified or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration exonerated by Publishing in respect of the obligations guaranteed herebythereof.

Guarantee Unconditional, etc. The Subject to Section 13.1 hereof, the Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Subject to Section 13.1 hereof, the Guarantor's obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture Security or this Indenture, any failure to enforce the provisions of any Debenture Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, 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, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Debenture Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest (including Additional Amounts) on the Debentures Securities and the complete performance of all other obligations contained in the Debentures Securities and this Indenture. The Subject to Section 13.1 hereof, the Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the Debentures Securities shall or may, as the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.

Guarantee Unconditional, etc. The Upon failure of payment when due of any Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolutecontinuing, irrevocable absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, : the recovery of any judgment against the Company or any action Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Security, by operation of law or otherwise; any modification or amendment of or supplement to enforce this Indenture or any Security; any change in the samecorporate existence, structure or ownership of the company, or any insolvency, bankruptcy, reorganization or other circumstances similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security; the existence or any claim, set-off or other rights which any Guarantor may otherwise have at any time against the Company, the Trustee, any Securityholder or any other Person, whether in connection herewith or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal, premium, if any, or interest on any Security or any other Guarantee; or any other act or omission to act or delay of any kind by the Company, the Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of a surety or guarantorthe Guarantors' obligations hereunder. The Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any such Debenture or the indebtedness evidenced thereby and all demands whatsoever, demand whatsoever and covenants that this Guarantee will not be discharged discharge except by payment the complete performance of the obligations contained in the Securities, this Indenture and in this Article 12. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Securities and all other Guarantees shall have been paid in full. If at any time any payment of the principal of and premiumor interest on any Security or any other payment in respect of any Guarantee is rescinded or must be otherwise restored or returned upon the insolvency, if anybankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agreesArticle 12, to the fullest extent that theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it lawfully may do sobe entitled, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity by operation of the Debentures shall law or mayotherwise, as upon making any payment hereunder to be subrogated to the case may be, be accelerated as provided in this Indenture for purposes rights of the Guarantor's obligations under this Guaranteepayee against the Company with respect to such payment or otherwise to be reimbursed, notwithstanding any stay, injunction indemnified or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration exonerated by the Company in respect of the obligations guaranteed herebythereof.

Guarantee Unconditional, etc. The Upon failure of payment when due of any obligations covered by the Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolutecontinuing, irrevocable absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, : the recovery of any judgment against the Company or any action Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Senior Note, by operation of law or otherwise; any modification or amendment of or supplement to enforce this Indenture or any Senior Note; any change in the samecorporate existence, structure or ownership of the Company or any Guarantor, or any insolvency, bankruptcy, reorganization or other circumstances similar proceeding affecting the Company or any Guarantor or any of their assets or any resulting release or discharge of any obligation of the Company or any Guarantor contained in this Indenture or any Senior Note; the existence of any claim, set-off or other rights which any Guarantor may otherwise have at any time against the Company, any Guarantor, the Trustee, any Securityholder or any other Person, whether in connection herewith or any unrelated transactions, provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Senior Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal, premium, if any, or interest or any Senior Note or any other Guarantee; or any other act or omission to act or delay of any kind by the Company or any Guarantor, the Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of a surety or guarantorthe Guarantors= obligations hereunder. The Guarantor hereby waives diligence, presentment, demand Each Guarantor=s obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of payment, filing of claims with a court in and interest on the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Debenture or the indebtedness evidenced thereby Senior Subordinated Notes and all demands whatsoever, and covenants that this Guarantee will not be discharged except by other Guarantees shall have been paid in full. If at any time any payment in full of the principal of and premiumor interest on any Senior Subordinated Notes or any other payment in respect of any Guarantees is rescinded or must be otherwise restored or returned upon the insolvency, if anybankruptcy or reorganization of the Company or otherwise, each Guarantor=s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agreesArticle Twelve, to the fullest extent that theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it lawfully may do sobe entitled, thatby operation of law or otherwise, as between upon making any payment hereunder to be subrogated to the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity rights of the Debentures shall payee against the Company with respect to such payment or mayotherwise to be reimbursed, as indemnified or exonerated by the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration Company in respect of the obligations guaranteed herebythereof.

Guarantee Unconditional, etc. The Upon failure of payment when due of any Guaranteed Obligation for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolutecontinuing, irrevocable absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, : the recovery of any judgment against the Company or any action Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Security, by operation of law or otherwise; any modification or amendment of or supplement to enforce this Indenture or any Security; any change in the samecorporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other circumstances similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security; the existence of any claim, set-off or other rights which any Guarantor may otherwise have at any time against the Company, the Trustee, any Securityholder or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal, premium, if any, or interest on any Security or any other Guaranteed Obligation; or any other act or omission to act or delay of any kind by the Company, the Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of a surety or guarantorthe Guarantors' obligations hereunder. The Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any such Debenture or the indebtedness evidenced thereby and all demands whatsoever, demand whatsoever and covenants that this Guarantee will not be discharged except by payment the complete performance of the obligations contained in the Securities, this Indenture and in this Article 10. Each Guarantor's obligations hereunder shall remain in full force and effect until the Indenture shall have terminated and the principal of and interest on the Securities and all other Guaranteed Obligations shall have been paid in full. If at any time any payment of the principal of and premiumor interest on any Security or any other payment in respect of any Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency, if anybankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agreesArticle 10, to the fullest extent that theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it lawfully may do sobe entitled, thatby operation of law or otherwise, as between upon making any payment hereunder to be subrogated to the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity rights of the Debentures shall payee against the Company with respect to such payment or mayotherwise to be reimbursed, as indemnified or exonerated by the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration Company in respect of the obligations guaranteed herebythereof.

Guarantee Unconditional, etc. The Upon failure of payment when due of any Guarantee for whatever reason, each Guarantor will be obligated to pay the same immediately. Each Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this Article. This Article creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolutecontinuing, irrevocable absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture or this Indenture, any failure to enforce the provisions of any Debenture or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture or the Trustee, : the recovery of any judgment against the Company or any action Guarantor; any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Security, by operation of law or otherwise; any modification or amendment of or supplement to enforce this Indenture or any Security; any change in the samecorporate existence, structure or ownership of the company, or any insolvency, bankruptcy, reorganization or other circumstances similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security; the existence or any claim, set-off or other rights which any Guarantor may otherwise have at any time against the Company, the Trustee, any Securityholder or any other Person, whether in connection herewith or any unrelated transactions; PROVIDED, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal, premium, if any, or interest on any Security or any other Guarantee; or any other act or omission to act or delay of any kind by the Company, the Trustee, any Securityholder or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of a surety or guarantorthe Guarantors' obligations hereunder. The Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or protest, notice with respect to any such Debenture or the indebtedness evidenced thereby and all demands whatsoever, demand whatsoever and covenants that this Guarantee will not be discharged discharge except by payment the complete performance of the obligations contained in the Securities, this Indenture and in this Article 12. Each Guarantor's obligations hereunder shall remain in full force and effect until this Indenture shall have terminated and the principal of and interest on the Securities and all other Guarantees shall have been paid in full. If at any time any payment of the principal of and premiumor interest on any Security or any other payment in respect of any Guarantee is rescinded or must be otherwise restored or returned upon the insolvency, if anybankruptcy or reorganization of the Company or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time, and interest (including Additional Amounts) on the Debentures and the complete performance of all other obligations contained in the Debentures and this Indenture. The Guarantor further agreesArticle 12, to the fullest extent that theretofore discharged, shall be reinstated in full force and effect. Each Guarantor irrevocably waives any and all rights to which it lawfully may do sobe entitled, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity by operation of the Debentures shall law or mayotherwise, as upon making any payment hereunder to be subrogated to the case may be, be accelerated as provided in this Indenture for purposes rights of the Guarantor's obligations under this Guaranteepayee against the Company with respect to such payment or otherwise to be reimbursed, notwithstanding any stay, injunction indemnified or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration exonerated by the Company in respect of the obligations guaranteed herebythereof.

Guarantee Unconditional, etc. The Guarantor hereby agrees that it shall be liable as principal and as debtor hereunder with respect to its obligations under this ArticleArticle XII. This Article XII creates a guarantee of payment and not of collection on the part of the Guarantor. The Guarantor's obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Debenture Senior Note or this Indenture, any failure to enforce the provisions of any Debenture Senior Note or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the holder of such Debenture Senior Note or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, 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, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Debenture Senior Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of and any premium, if any, and interest (including Additional AmountsInterest) on the Debentures Senior Notes and the complete performance of all other obligations contained in the Debentures Senior Notes and this Indenture. The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity Maturity of the Debentures Senior Notes shall or may, as the case may be, be accelerated as provided in this Indenture for purposes of the Guarantor's obligations under this Guarantee, notwithstanding any stay, injunction or prohibition existing under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such acceleration in respect of the obligations guaranteed hereby.