Common use of Obligations Guaranteed Clause in Contracts

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities when and as the same shall become due and payable and (iii) all other monetary obligations of the Company under this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series The Parent hereby irrevocably, absolutely and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally unconditionally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time Noteholders: (ia) the full and prompt payment of the principal of all of the Notes and premiumof the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, if any, on reorganization or similar proceeding involving the Securities Company or the Parent) and the indebtedness represented therebyMake-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether at the Maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise, (iib) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of interest the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and any Additional Amount on all other amounts owing to the Securities Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become are due and payable and (iii) all other monetary obligations shall not be deemed to be a guaranty only of the Company under this Indenture (including under Section 7.07 hereof) collectibility of such payments and that in consequence thereof each Noteholder may ▇▇▇ the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that Parent directly upon any default by the Company in the payment, when due, of any principal of, premium, if anysuch principal, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 other amounts becoming so due and pursuant to this Indenturepayable. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each Each Subsidiary Guarantor hereby jointly irrevocably, absolutely and severally unconditionally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time Noteholders: (ia) the full and prompt payment of the principal of all of the Notes and premiumof the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, if any, on reorganization or similar proceeding involving the Securities Company or such Subsidiary Guarantor) and the indebtedness represented therebyMake-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether at the Maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise, (iib) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of interest the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and any Additional Amount on all other amounts owing to the Securities Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become are due and payable and (iii) all other monetary obligations shall not be deemed to be a guaranty only of the Company under this Indenture (including under Section 7.07 hereof) collectibility of such payments and the Securities (the guarantee that in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each consequence thereof each Noteholder may ▇▇▇ any Subsidiary Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that directly upon any default by the Company in the payment, when due, of any principal of, premium, if anysuch principal, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 other amounts becoming so due and pursuant to this Indenturepayable. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect In consideration of the Commitments of the Owner, the Guarantors hereby unconditionally and irrevocably guarantee, jointly and severally, to the Securities of any series Owner, as primary obligors and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time not as mere sureties (i) the full and prompt payment of all amounts payable by the principal Charterer under the terms of this Charter, including but not limited to Charter Hire; insurance premiums and premiumP&I calls; costs and fees, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity stated time for payment thereof, or by acceleration, call for redemption or otherwise, acceleration upon a Charterparty Event of Default; (ii) the full and prompt payment of interest and any Additional Amount on indemnity for loss, claim, expense or liability that the Securities when and as Owner may suffer or incur by reason of or in connection with this Charter, or the same shall become due and payable operation, use or employment of the Vessel; and (iii) the full and prompt performance and observance by the Charterer of all other monetary obligations obligations, undertakings, covenants and agreements required to be performed and observed by the Charterer under the terms of the Company under this Indenture Charter (including under Section 7.07 hereof) and the Securities (the guarantee in clauses items (i) through (iii), the “Guarantee Obligations”). (iib) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security the Guarantors shall be paid in the lawful currency of the United States. Each and every default in the payment or currencies specified for payments on such Security performance of the Guarantee Obligations, shall give rise to a separate cause of action hereunder, and separate suits may be brought as contemplated by Section 2.01 and pursuant to this Indentureeach cause of action arises. (bc) Each Guarantor The Guarantors further agrees, subject to agree that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives waive any right to require that any resort be had by the Trustee Owner to (i) any security held by or for the Holders benefit of the Securities, after demand Owner for such payment being made upon such Guarantor by or performance of the Trustee Guaranteed Obligations; (with a copy to ii) the Company), to the Trustee's or any Holder's rights Owner’s right against any other Personperson, or (iii) any other right or remedy available to the Trustee or any Holder of the Securities Owner by contract, applicable law law, or otherwise. The obligations of each Guarantor under this Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other Personperson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such the Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person person who might have become liable for the indebtedness Guarantee Obligations or of realizing upon any security held by or for the benefit of the Holders Owner. (d) The Guarantors shall pay to the Owner all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Owner upon the occurrence of a Charterparty Event of Default under the Securitiesterms of this Charter.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and The Partnership hereby guarantees, subject to the provisions of Section 10.0613.2, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Stated Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities when and as the same shall become due and payable and (iii) all other monetary obligations of the Company under this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and (iiiii) collectively referred to as the "Partnership Guarantee"), and (iii) the full and prompt payment to the Trustee of all fees, costs, expenses, or other amounts payable to the Trustee under the Indenture when and as the same shall become due and payable. Each Guarantor The Partnership hereby irrevocably and unconditionally agrees, subject to the provision provisions of Section 10.02, 12.2 and Section 13.2 that upon any default by the Company in the payment, when due, of any principal of, premium, if any, or interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor the Company by the Trustee (with a copy to Trustee, the Company), such Guarantor Partnership will promptly pay the same. All payments by each Guarantor with respect to any Security the Partnership shall be paid in lawful money of the currency United States of America. Each and every default in the payment of the principal of, premium, if any, or currencies specified for payments interest on such Security the Securities shall, subject to the provisions of Section 13.2, give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as contemplated by Section 2.01 and pursuant to this Indentureeach cause of action arises. (b) Each Guarantor The Partnership further agrees, subject to the provisions of Section 10.2 12.2 and unless otherwise provided with respect to the Securities of any seriesSection 13.2, that this Partnership Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor the Company by the Trustee (with a copy to the Company)Trustee, to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor the Partnership under this Partnership Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, 12.2; a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantorthe Partnership, after demand for payment being made upon such Guarantor the Company by the Trustee (with a copy to the Company)Trustee, without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Trustee for its own benefit Agent and the benefit of the Holders from time to time Lenders (i) the full and prompt payment of the principal of and premium, if any, on the Securities Revolving Loan Notes and the indebtedness represented thereby, thereby and the L/C Obligations when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii) the full and prompt payment of interest and any Additional Amount on the Securities Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all other monetary obligations of the Company payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Indenture Agreement and under each of the other Transaction Documents to which it is a party and (including iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under Section 7.07 hereof) the terms of this Agreement and under each of the Securities other Transaction Documents to which it is a party (the guarantee in clauses items (i) through (iv), (ii) and (iii) collectively referred to as the "GuaranteeSubsidiary Guarantee Obligations"). Each Guarantor The Subsidiary Guarantors hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agree that upon any default by the Company Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or Additional Amount on other amounts due under the SecuritiesRevolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by separate suits may be brought hereunder as each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenturecause of action arises. (bc) Each Guarantor The Subsidiary Guarantors further agrees, subject to agree that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Subsidiary Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Revolving Loan Notes, this Agreement or the Holders of Transaction Documents, (ii) the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the TrusteeAgent's or any Holder's rights and Lenders' right against any other Person, or (iii) any other right or remedy available to the Trustee or any Holder of Agent and the Securities Lenders by contract, applicable law or otherwise. The obligations of each Guarantor under this Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other PersonPerson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), Subsidiary Guarantors without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the SecuritiesTransaction Documents.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each Each Subsidiary Guarantor hereby jointly irrevocably, absolutely and severally unconditionally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time Noteholders: (ia) the full and prompt payment of the principal of all of the Notes and premiumof the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, if anyreorganization or similar proceeding involving the Company or such Subsidiary Guarantor, on the Securities whether or not allowed in such proceeding) and the indebtedness represented therebyMake-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether at the Maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise, (iib) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of interest the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and any Additional Amount on all other amounts owing to the Securities Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become are due and payable and (iii) all other monetary obligations shall not be deemed to be a guaranty only of the Company under this Indenture (including under Section 7.07 hereof) collectability of such payments and the Securities (the guarantee that in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each consequence thereof each Noteholder may ▇▇▇ any Subsidiary Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that directly upon any default by the Company in the payment, when due, of any principal of, premium, if anysuch principal, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 other amounts becoming so due and pursuant to this Indenturepayable. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. The Company, in ------------------------ ---------------------- consideration of the execution and delivery of this Agreement, hereby unconditionally and irrevocably guarantees to you (a) Unless otherwise provided together with respect your successors and assigns, hereinafter referred to as the "Purchaser"), and to the Securities of any series and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders holders from time to time (i) of the full Notes, the due and prompt punctual payment of the principal of and of, premium, if anyany (including the Yield-Maintenance Premium), and interest on the Securities and Notes (including post-petition interest in the indebtedness represented thereby, event of a bankruptcy or similar proceeding) when and as the same shall become due and payable, whether at the Maturity maturity thereof, by acceleration, call for redemption by notice of prepayment or otherwise, (ii) according to the full terms thereof and prompt of this Agreement, and the due and punctual payment of any other amounts owing to the Purchaser and to such holders under or in respect of the Notes and all other payment obligations of the ESOP hereunder (including, without limitation, amounts payable by the ESOP pursuant to paragraph 7), whether absolute or contingent, liquidated of unliquidated. In the absence of the due observance and performance by the ESOP of any of its other obligations, undertakings and conditions contained in this Agreement, the Company shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the ESOP shall not punctually pay any such principal, premium (including, without limitation, Yield-Maintenance Premium), interest and or other amounts (regardless of whether the holders of the Notes have recourse against the ESOP), the Company shall make such payment forthwith thereafter. If the Purchaser or any Additional Amount on of the Securities when and as holders of the same Notes shall become have the right to declare any or all of the Notes due and payable and (iii) all other monetary obligations or any such right shall be limited by operation of the Company under this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (ilast sentence of paragraph 9A or otherwise), (ii) and (iii) collectively referred to as acceleration of the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agreespayment of such Notes is stayed, subject to the provision of Section 10.02enjoined or otherwise prevented for any reason, that upon any default by the Company in the paymentincluding, when duewithout limitation, because of any principal of, premium, if any, interest bankruptcy proceeding or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect Treasury Regulation section 54.4975-7 or 54.4975-11, the Company, upon demand therefor, shall pay to the Securities Purchaser and each holder of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by Notes the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy sums which would have been due to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor Purchaser and such holders under this Guarantee are directAgreement if such acceleration had occurred, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor all as permitted by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securitiesapplicable law.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series FNB hereby irrevocably, absolutely and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally unconditionally guarantees to the Holders and ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association, as Trustee for its own benefit (the "Trustee") under the Indenture dated as of January ____, 2005 by and among the Company, FNB as Guarantor and the benefit of Trustee (the Holders from time to time "Indenture"): (ia) the full and prompt payment of the principal of and premium, if any, on all of the Securities and of the indebtedness represented therebyinterest thereon at the rate therein stipulated and all other amounts owing to the Holders by the Company, when and as the same shall become due and payable, whether at the Maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise, and (iib) the full and prompt performance and observance by the Company and Regency Consumer Financial Services Inc., the Company's general partner (the "General Partner"), of each and all of the covenants and agreements required to be performed or observed by each of them under the terms of the Securities and the Indenture, in each and every case irrespective of the validity, regularity or enforcement of any of the Securities or the Indenture or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clauses being referred to herein as the "Guaranteed Obligations"). The guaranty of the Securities herein provided for is a guaranty of the immediate and timely payment of the principal, interest and any Additional Amount on all other amounts owing to the Holders under the Securities when and as the same shall become are due and payable and (iii) all other monetary obligations shall not be deemed to be a guaranty only of the Company under collectibility of such payments and that in consequence thereof each Holder may ▇▇▇ FNB directly upon such principal, interest and other amounts becoming so due and payable. All terms used in this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that upon any default by the Company Guaranty which are defined in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on Indenture and not otherwise defined herein shall have the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy meanings assigned to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid them in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Trustee for its own benefit Agent and the benefit of the Holders from time to time Lenders (i) the full and prompt payment of the principal of and premium, if any, on the Securities Revolving Loan Notes and the indebtedness represented thereby, thereby and the L/C Obligations when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii) the full and prompt payment of interest and any Additional Amount on the Securities Revolving Loan Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all other monetary obligations of the Company payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Indenture Agreement and under each of the other Transaction Documents to which it is a party and (including iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under Section 7.07 hereof) the terms of this Agreement and under each of the Securities other Transaction Documents to which the Borrower is a party (the guarantee in clauses items (i) through (iv), (ii) and (iii) collectively referred to as the "Guarantee"“Subsidiary Guarantee Obligations”). Each Guarantor The Subsidiary Guarantors hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agree that upon any default by the Company Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Revolving Loan Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which the Borrower is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of Canada. Each and every default (i) in the payment of the principal of, premium, if any, interest on or Additional Amount on other amounts due under the SecuritiesRevolving Loan Notes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by separate suits may be brought hereunder as each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenturecause of action arises. (bc) Each Guarantor The Subsidiary Guarantors further agrees, subject to agree that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Subsidiary Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee or Agent and the Holders of Lenders to (i) any Collateral, (ii) the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights Agent’s and Lenders’ right against any other Person, or (iii) any other right or remedy available to the Trustee or any Holder of Agent and the Securities Lenders by contract, applicable law or otherwise. The obligations of each Guarantor under this Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other PersonPerson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), Subsidiary Guarantors without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of Agent and the SecuritiesLenders.

Obligations Guaranteed. (a) Unless otherwise provided with respect to In consideration for the Securities of any series and subject to Commitments, the provisions of Section 10.06, each Guarantor hereby jointly unconditionally and severally irrevocably guarantees to each of the Trustee for its own benefit Agent and the benefit of the Holders from time to time Lenders (i) the full and prompt payment of the principal of and premium, if any, on the Securities Notes and the indebtedness represented thereby, thereby when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii) the full and prompt payment of interest and any Additional Amount on the Securities Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other Obligation due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all other monetary obligations of the Company payments and other sums when and as the same shall become due, required to be paid by a Borrower under the terms of this Indenture Agreement and under each of the other Transaction Documents to which it is a party (including under Section 7.07 hereofincluding, without limitation, any indemnity for any loss, claim, expense or liability (including, without limitation, any Environmental Claims) and that the Securities (the guarantee in clauses (i)Agent, (iia Lender or any of their respective officers, directors, employees or agents may suffer or incur) and (iiiiv) collectively referred the full and prompt performance and observance by a Borrower and ▇▇▇▇▇▇▇▇▇ of the obligations, covenants and agreements required to as be performed and observed by such Borrower and/or ▇▇▇▇▇▇▇▇▇ under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "GuaranteeGuarantee Obligations"). Each The Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agrees that upon any default by the Company a Borrower in the payment, when due, of any principal of, interest on or other Obligations (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agrees that upon any default by a Borrower in any of its obligations, covenants and agreements required to be performed and observed by such Borrower under this Agreement or under any other Transaction Document to which it is a party, the Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor hereby irrevocably and unconditionally agrees to the addition of additional Borrowers and Additional Loans (which shall become part of the Guarantee Obligations) pursuant to the terms and conditions of this Agreement, and that its guaranty shall be fully applicable to all Obligations of such Borrowers. (b) All payments by the Guarantor shall be paid in the lawful currency of the United States. Each and every default (i) in the payment of the principal of, premium, if any, interest on or Additional Amount on other Obligations due under the SecuritiesNotes, (ii) in the payment of any sum required to be paid by a Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by a Borrower of all of the obligations, covenants and agreements required to be performed and observed by such Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by separate suits may be brought hereunder as each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenturecause of action arises. (bc) Each The Guarantor further agrees, subject to agrees that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right light to require that any resort be had by the Trustee Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other Obligations due under the Notes, this Agreement or the Holders of Transaction Documents, (ii) the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the TrusteeAgent's or any Holder's rights and Lenders' right against any other Person, or (iii) any other right or remedy available to the Trustee or any Holder of Agent and the Securities Lenders by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other PersonPerson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such the Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders Agent and the Lenders. (d) The Guarantor shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the SecuritiesTransaction Documents.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series The Parent hereby irrevocably, absolutely and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally unconditionally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time Noteholders: (ia) the full and prompt payment of the principal of all of the Notes and premiumof the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, if anyreorganization or similar proceeding involving the Company or the Parent, on the Securities whether or not allowed in such proceeding) and the indebtedness represented therebyMake-Whole Amount, the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become due and payable, whether at the Maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise, (iib) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Note Purchase Agreement, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of interest the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and any Additional Amount on all other amounts owing to the Securities Noteholders from time to time under the Notes and the Note Purchase Agreement when and as the same shall become are due and payable and (iii) all other monetary obligations shall not be deemed to be a guaranty only of the Company under this Indenture (including under Section 7.07 hereof) collectability of such payments and that in consequence thereof each Noteholder may ▇▇▇ the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that Parent directly upon any default by the Company in the payment, when due, of any principal of, premium, if anysuch principal, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 other amounts becoming so due and pursuant to this Indenturepayable. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect The Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees, to the Securities of any series Initial Noteholders and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders subsequent registered holder from time to time of the Notes (ithe Initial Noteholders and each subsequent registered holder of the Notes being hereinafter referred to as a "Noteholder"), (a) the full full, due and prompt punctual payment in cash in U.S. Dollars of the principal of and premiumof, Make-Whole Amount, if any, and interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Co-Issuer, whether or not a claim for such interest is allowable in any such case or proceeding) on the Securities Notes, and any other amount due and payable under the indebtedness represented therebyNotes, as and when and as the same such payment shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including, to the extent legally enforceable, interest due on overdue payments of principal, Make-Whole Amount, if any, or interest at the Maturity thereof, by acceleration, call rate set forth in the Notes) in coin or currency of the United States of America which at the time of payment or demand therefor shall be legal tender for redemption or otherwisethe payment of public and private debts, (iib) the full and prompt payment, performance and observance by each Co-Issuer of each and all of the covenants and agreements required to be performed or observed by such Co-Issuer under the terms of the Notes and/or the Note Purchase Agreement, and (c) the full and prompt payment in cash in U.S. Dollars, upon demand by any Noteholder of all costs and expenses, legal or otherwise (including attorneys fees) which any Co-Issuer is obligated to pay pursuant to the Notes and/or the Note Purchase Agreement and such expenses, if any, as shall have been expended or incurred in the enforcement of any right or privilege under the Notes or Note Purchase Agreement, and in each and every case irrespective of the validity, regularity, or enforcement of the Notes or the Note Purchase Agreement or any of the terms thereof. The guarantee of the Notes herein provided is a guarantee of the immediate and timely payment in cash in U.S. Dollars of the principal of, and Make-Whole Amount, if any, and interest on, the Notes and any Additional Amount on the Securities all other amounts guaranteed hereunder as and when and as the same shall become are due and payable and (iii) shall not be deemed to be a guarantee only of the collectibility of such payments and that in consequence thereof the Noteholders may ▇▇▇ the Parent Guarantor directly upon any such principal, Make-Whole Amount, interest and all other monetary obligations amounts guaranteed hereunder becoming so due and payable or upon any failure of any Co-Issuer to perform any obligation under the Notes or the Note Purchase Agreement or failure of the Company under this Indenture Parent Guarantor to perform any other term or provision hereof. The Parent Guarantor agrees that it shall not make a payment on any guaranty securing the Note (including under Section 7.07 hereofas defined in the Revolving Credit Agreement) and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject unless concurrently therewith it shall make payment hereunder to the provision of Section 10.02, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount Noteholders on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with obligations guaranteed hereunder on a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor pari passu basis with respect to any Security shall be paid such payment on or in respect of any such payment on or in respect of any guaranty securing the Note (as defined in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this IndentureRevolving Credit Agreement). (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each Each Subsidiary Guarantor hereby jointly irrevocably, absolutely and severally unconditionally guarantees to the Trustee for its own benefit Noteholders on a joint and the benefit of the Holders from time to time several basis: (ia) the full and prompt payment of the principal of all of the Notes and premiumof the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, if any, on reorganization or similar proceeding involving the Securities Company or such Subsidiary Guarantor) and the indebtedness represented therebyMake-Whole Amount and the Modified Make-Whole Amount, Additional Amounts and all other amounts owing to the Noteholders from time to time under the Financing Documents when and as the same shall become due and payable, whether at the Maturity thereofby lapse of time, upon redemption or prepayment, by accelerationextension or by acceleration or declaration, call for redemption or otherwise, (iib) the full and prompt performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by it under the terms of the Financing Documents, and (c) payment, upon demand by any Noteholder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Note Purchase Agreement or any of the other Financing Documents or in any consultation or action in connection therewith, and in each and every case irrespective of the validity, regularity or enforcement of any of the Notes, the Note Purchase Agreement or any of the other Financing Documents or any of the terms thereof or of any other like circumstance or circumstances (all of the obligations described in the foregoing clause (a), clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of interest the principal, interest, Make-Whole Amount or Modified Make-Whole Amount, if any, Additional Amounts and any Additional Amount on all other amounts owing to the Securities Noteholders from time to time under the Financing Documents when and as the same shall become are due and payable and (iii) all other monetary obligations shall not be deemed to be a guaranty only of the Company under this Indenture (including under Section 7.07 hereof) collectability of such payments and the Securities (the guarantee that in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each consequence thereof each Noteholder may ▇▇▇ any Subsidiary Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that directly upon any default by the Company in the payment, when due, of any principal of, premium, if anysuch principal, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 other amounts becoming so due and pursuant to this Indenturepayable. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securities.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each The Guarantor hereby jointly irrevocably, absolutely and severally unconditionally guarantees to the Trustee for its own benefit and the benefit each Secured Party all of the Holders from time obligations (including all payment and performance obligations) of the Borrower pursuant to time and in accordance with the terms and conditions of the Common Agreement that were or are hereafter required to be performed by the Borrower through the Project Completion Date, including, but not limited to, (i) causing the full and prompt payment of the principal of and premium, if any, Project Completion Date to occur on the Securities and date specified in the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereof, by acceleration, call for redemption or otherwiseLoan Documents, (ii) complying with the full and prompt payment of interest and any Additional Amount on the Securities when and as the same shall become due and payable Overrun Equity Commitment, and (iii) all other monetary obligations of to correct any deficiencies in the Company under this Indenture (including under Section 7.07 hereof) and Project that arise prior to the Securities Project Completion Date (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"“Guaranteed Obligations”). Each The Guarantor further hereby irrevocably irrevocably, absolutely and unconditionally agrees, subject to the provision of Section 10.02, agrees that upon any default in the payment of any of the Guaranteed Obligations by the Company in the paymentBorrower, when dueincluding, of any principal ofwithout limitation, premium, if any, interest regularly scheduled payments or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (accelerated payments due with a copy respect to the Company)DOE-Guaranteed Loan, such the Guarantor will promptly pay the same. All payments by each the Guarantor with respect to any Security shall be paid in lawful money of the currency United States of America. Each and every default in the payment or currencies specified for payments on such Security performance of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as contemplated by Section 2.01 and pursuant to this Indentureeach cause of action arises. (b) Each The Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, agrees that this Guarantee Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by any Secured Party to (1) any security held by or for the Trustee or the Holders benefit of any Secured Party for any of the SecuritiesGuaranteed Obligations, after demand for such payment being made upon such Guarantor by (2) the Trustee (with a copy to the Company), to the Trustee's or any Holder's Secured Parties rights against any other Person, or (3) any other right or remedy available to the Trustee or any Holder of the Securities Secured Parties by contract, applicable law or otherwise. The obligations of each the Guarantor under this Guarantee Guaranty Agreement are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such the Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the indebtedness Guaranteed Obligations or of realizing upon any security held by or for the benefit of the Holders of the SecuritiesSecured Parties.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each Guarantor The Lessee hereby jointly and severally ---------------------- unconditionally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time Bondholder (i1) the full and prompt payment of the principal of the Bond and the indebtedness represented thereby, and the redemption premium, if any, on the Securities and the indebtedness represented thereby, Bond when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii2) the full and prompt payment of interest and any Additional Amount on the Securities Bond when and as the same shall become due and payable payable; (3) the full and (iii) prompt payment of an amount equal to each and all other monetary obligations of the Company rental payments and other sums when and as the same shall become due, required to be paid by the Lessee under this Indenture the terms of the Lease Agreement; and (including 4) the full and prompt performance and observance by the Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Lessee under Section 7.07 hereof) the terms of the Lease Agreement, the Building Loan Contract and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee")other Security Documents. Each Guarantor The Lessee hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agrees that upon any default by the Company Agency in the payment, when due, of any principal of, premiumany redemption premium on, if any, or any interest or Additional Amount on the SecuritiesBond, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor Lessee will promptly pay the same. The Lessee further hereby irrevocably and unconditionally agrees that (i) upon any default by the Lessee in the rental payments and other sums, when due and payable, under the Lease Agreement the Lessee will promptly pay the same, and (ii) upon any default by the Lessee in any of the obligations, covenants and agreements required to be performed and observed by the Lessee under the Lease Agreement, the Building Loan Contract and the other Security Documents, the Lessee will effect the observance of such obligations, covenants and agreements. All payments by each Guarantor with respect to any Security the Lessee shall be paid in lawful money of the currency United States of America. Each and every default (x) in the payment of the principal of, redemption premium, if any, or currencies specified for interest on the Bond, (y) in the payments on such of the rental payments and other sums required to be paid by the Lessee under the terms of the Lease Agreement, or (z) in the prompt performance and observance by the Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Lessee under the terms of the Lease Agreement, the Building Loan Contract and the other Security Documents, shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as contemplated by Section 2.01 and pursuant to this Indentureeach cause of actions arises. (b) Each Guarantor The Lessee further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, agrees that this Guarantee Lessee Guaranty constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee Bondholder to (1) any security held by or for the Holders benefit of the SecuritiesBondholder for payment of the principal of, after demand for such payment being made upon such Guarantor by redemption premium, if any, or interest on the Trustee Bond, (with a copy to 2) the Company), to the Trustee's or any HolderBondholder's rights against any other Personperson, or (3) any other right or remedy available to the Trustee or any Holder of the Securities Bondholder by contract, applicable law or otherwise. The obligations of each Guarantor the Lessee under this Guarantee Lessee Guaranty are direct, unconditional and completely independent of the obligations of any other Personperson of entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), Lessee without the necessity of joining the Company Agency or any other party or previously proceeding with or exhausting any other remedy against any other Person person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the SecuritiesBondholder.

Obligations Guaranteed. (aA) Unless otherwise provided Guarantor hereby unconditionally guarantees to Lender the obligations or liabilities of Borrower to Lender for any loss, damage (excluding consequential damages), cost, expense, liability, claim or other obligation incurred by Lender (including reasonable attorneys’ fees and costs reasonably incurred), as well as the payment of all Enforcement Costs (as hereafter defined) arising out of or in connection with the following: (i) fraud or material misrepresentation by or on behalf of Borrower, its agents or representatives, or any Guarantor in connection with the Loan; (ii) intentionally omitted; (iii) the breach of any representation, warranty, covenant or indemnification provision in the Mortgage concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document; (iv) intentionally omitted; (v) the misapplication or conversion by Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to all or any part of the Mortgaged Property, (B) any Awards or other amounts received in connection with the Condemnation of all or any part of the Property, or (C) any Rents following an Event of Default; (vi) Section 1.25 of the Mortgage is violated with respect to the Securities requirements for Mortgagor to obtain (x) approval of any series and subject the Mezzanine Lender (as defined in the Mortgage) if certain financial criteria are not met or (y) Lender’s approval of the mezzanine loan documents, which, pursuant to the provisions of Section 10.06Mortgage, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time (i) the full and prompt payment of the principal of and premiumshall not be unreasonably withheld, if any, on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereof, delayed or conditioned by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities when and as the same shall become due and payable and (iii) all other monetary obligations of the Company under this Indenture (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture.Lender; (bvii) Each Guarantor further agreesany security deposits, subject to the provisions of Section 10.2 and unless otherwise provided advance deposits or any other deposits collected with respect to the Securities Property which are not delivered to Lender upon a foreclosure of the Property or any conveyance of the Property by deed-in-lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any seriesof the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof. (B) Guarantor hereby unconditionally guarantees to Lender the payment of the full amount of the Debt, that this Guarantee constitutes an absoluteincluding, present and continuing guarantee without limitation, all outstanding principal due in respect of payment and not of collectionthe Loan, all accrued interest thereon, and waives any right all other amounts, obligations or liabilities of Borrower to require that any resort be had by the Trustee or the Holders Lender in respect of the SecuritiesLoan under the Loan Agreement, after demand for such the Mortgage and the other Loan Documents, as well as the payment being made of all Enforcement Costs, upon such Guarantor by the Trustee occurrence of any of the following events: (with i) Intentionally omitted; (ii) If Borrower shall (A) voluntarily commence a copy to case under any applicable bankruptcy, insolvency, creditors rights or other similar law now or hereafter in effect (collectively, the Company“Insolvency Laws”), to the Trustee's or (B) voluntarily make any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or assignment for the benefit of creditors under any Insolvency Law, or (C) become the Holders debtor in or subject of any involuntary case or proceeding under any Insolvency Law and any such case or proceeding shall have been facilitated, coordinated and/or directed by Borrower, any Affiliate or principal of Borrower or any Guarantor and/or in any such involuntary case or proceeding involving Borrower, Borrower shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower or of any substantial part of Borrower’s property; (iii) If Guarantor shall (A) voluntarily commence a case under any applicable Insolvency Laws, (B) voluntarily make any assignment for the benefit of creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law if such case or proceeding shall have been facilitated, coordinated and/or directed by any Guarantor, any Affiliate or principal of any Guarantor or Borrower and/or in any such involuntary case or proceeding involving Guarantor, Guarantor shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of such Guarantor or of any substantial part of such Guarantor’s property; or (iv) If Guarantor (or any Person comprising Guarantor), or Borrower, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with this Guaranty, the Note, the Mortgage or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense of Borrower against Lender or any right in connection with any security for the Loan which the court in any such action or proceeding, determines that Borrower’s defense is without merit, or such request for judicial intervention or injunctive or other equitable relief is denied. (C) For purposes hereof, “Enforcement Costs” shall mean any and all actual and reasonable expenses that may be paid or incurred by the Lender in the collection of all or any portion of the SecuritiesGuarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers, privileges, remedies and interests of the Lender under the Loan Documents or hereunder, including, without limitation, reasonable attorneys’ fees, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations. As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the foregoing.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06The Subsidiary Guarantors, each Guarantor hereby jointly and severally guarantees severally, hereby unconditionally guarantee to each of the Trustee for its own benefit Agent and the benefit of the Holders from time to time Lenders (i) the full and prompt payment of the principal of and premium, if any, on the Securities Notes and the indebtedness represented thereby, thereby and the L/C Obligations when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii) the full and prompt payment of interest and any Additional Amount on the Securities Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all other monetary obligations of the Company payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Indenture Agreement and under each of the other Transaction Documents to which it is a party and (including iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under Section 7.07 hereof) the terms of this Agreement and under each of the Securities other Transaction Documents to which it is a party (the guarantee in clauses items (i) through (iv), (ii) and (iii) collectively referred to as the "GuaranteeSubsidiary Guarantee Obligations"). Each Guarantor The Subsidiary Guarantors hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agree that upon any default by the Company Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Subsidiary Guarantors will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Subsidiary Guarantors further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Subsidiary Guarantors will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Subsidiary Guarantors shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or Additional Amount on other amounts due under the SecuritiesNotes or L/C Obligations, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by separate suits may be brought hereunder as each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenturecause of action arises. (bc) Each Guarantor The Subsidiary Guarantors further agrees, subject to agree that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Subsidiary Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Holders of Transaction Documents, (ii) the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the TrusteeAgent's or any Holder's rights and Lenders' right against any other Person, or (iii) any other right or remedy available to the Trustee or any Holder of Agent and the Securities Lenders by contract, applicable law or otherwise. The obligations of each Guarantor under this Subsidiary Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other PersonPerson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), Subsidiary Guarantors without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders Agent and the Lenders. (d) The Subsidiary Guarantors shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the SecuritiesTransaction Documents.

Obligations Guaranteed. (a) Unless otherwise provided In consideration of each Holder of a Note entering into and performing their respective obligations under or in connection with respect to the Securities of any series and subject to the provisions of Section 10.06this Agreement, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time indemnifies, irrevocably, absolutely and unconditionally: (ia) the full and prompt payment in Dollars in the manner specified in this Agreement and the Notes of (i) the principal of and premiumof, the Make-Whole Amount, if any, and interest (including overdue interest) on each of the Securities Notes, as and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereofmaturity, by accelerationmandatory or optional prepayment, call for redemption by acceleration or otherwiseotherwise in accordance with this Agreement and the Notes, (ii) any and all other obligations, indebtedness or liabilities (including fees and out of pocket expenses) now or hereafter due and payable by the Company to any Holder of a Note under this Agreement, the Security Documents or the Notes, including without limitation, liability for breach of covenant or warranty, arising pursuant to or with respect to this Agreement, the Security Documents or the Notes, all in Dollars, (iii) any and all other obligations, indebtedness or liabilities now or hereafter incurred by the Company to any Holder of a Note pursuant to any waiver, modification, amendment or change of any provision of this Agreement, the Security Documents or the Notes and (iv) all reasonable attorneys' fees, costs and expenses of collection incurred in connection therewith and in connection with the enforcement of this Section 22, including without limitation fees, costs and expenses incurred in any insolvency or bankruptcy case or proceeding against the Guarantors or the Company; and (b) the full and prompt payment performance and observance by the Company of interest each and any Additional Amount on all of the Securities when covenants and as the same shall become due and payable and (iii) all other monetary obligations of agreements required to be performed or observed by the Company under the terms of this Indenture (including under Section 7.07 hereof) Agreement, the Security Documents and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee")Notes. Each Guarantor hereby irrevocably and unconditionally agrees, subject Notwithstanding any provision to the provision of Section 10.02contrary contained herein or in any Note, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture. (b) Each Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the greatest amount that would not render its obligations hereunder subject to avoidance under this Guarantee are direct, unconditional and completely independent Section 548 of the obligations Bankruptcy Code or any comparable provisions of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securitiesapplicable state law.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and The Partnership hereby guarantees, subject to the provisions of Section 10.0615.8, each Guarantor hereby jointly and severally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time (i) the full and prompt payment of the principal of and premium, if any, on the Securities Bonds and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Stated Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities Bonds when and as the same shall become due and payable (the “Partnership Guarantee”), and (iii) the full and prompt payment to the Trustee of all fees, costs, expenses or other monetary obligations of amounts payable to the Company Trustee under this the Indenture (including under Section 7.07 hereof) when and the Securities (the guarantee in clauses (i), (ii) and (iii) collectively referred to as the "Guarantee"). Each Guarantor same shall become due and payable the Partnership hereby irrevocably and unconditionally agrees, subject to the provision provisions of Section 10.0215.2 and Section 15.8, that upon any default by the Company in the payment, when due, of any principal of, premium, if any, or interest or Additional Amount on the SecuritiesBonds, and after demand therefore therefor being made upon such Guarantor the Company by the Trustee (with a copy to Trustee, the Company), such Guarantor Partnership will promptly pay the same. All payments by each Guarantor with respect to any Security the Partnership shall be paid in lawful money of the currency United States of America. Each and every default in the payment of the principal of, premium, if any, or currencies specified for payments interest on such Security the Bonds shall, subject to the provisions of Section 15.8, give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as contemplated by Section 2.01 and pursuant to this Indentureeach cause of action arises. (b) Each Guarantor The Partnership further agrees, subject to the provisions of Section 10.2 15.2 and unless otherwise provided with respect to the Securities of any seriesSection 15.8, that this Partnership Guarantee constitutes an absolute, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the SecuritiesBonds, after demand for such payment being made upon such Guarantor the Company by the Trustee (with a copy to the Company)Trustee, to the Trustee's ’s or any Holder's Bondholder’s rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities Bonds by contract, applicable law or otherwise. The obligations of each Guarantor the Partnership under this Partnership Guarantee are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.215.8, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantorthe Partnership, after demand for payment being made upon such Guarantor the Company by the Trustee (with a copy to the Company)Trustee, without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the SecuritiesBonds.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each The Corporate Guarantor hereby jointly ---------------------- irrevocably, absolutely and severally unconditionally guarantees to the Trustee for its own benefit and the benefit of the Holders from time to time of the Bonds, the Bank and the Issuing Agent (i1) the full and prompt payment of the principal of the Bonds and the indebtedness represented thereby, and the redemption premium, if any, on the Securities and the indebtedness represented thereby, Bonds when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption redemption, purchase or otherwise, (ii2) the full and prompt payment of interest and any Additional Amount on the Securities Bonds when and as the same shall become due and payable and, if the Letter of Credit is in effect, on any amounts due and owing to the Bank, (iii3) the payment, performance and observance of all other monetary obligations of the Company under this Indenture (including under Section 7.07 hereof) Lessee in favor of the Bank and the Securities Issuing Agent under the Reimbursement Agreement and in respect of the Letter of Credit, (4) to the extent permitted by law, the full and prompt payment of an amount equal to each and all of the rental payments and other sums, when and as the same shall become due, required to be paid by the Lessee under the terms of the Lease Agreement, and (5) to the extent permitted by law, the full and prompt performance and observance by the Lessee of all of the obligations, covenants and agreements required to be performed and observed by the Lessee under the terms of the Lease Agreement (the guarantee in clauses (i)payments, (ii) obligations, covenants and (iii) agreements referred to above being collectively referred to as the "GuaranteeGuaranteed Obligations"). Each The Corporate Guarantor further hereby irrevocably irrevocably, absolutely and unconditionally agrees, subject to the provision of Section 10.02, agrees that upon any default by the Company in the payment, when due, payment of any principal ofthe Guaranteed Obligations, premium, if any, interest or Additional Amount on the Securities, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Corporate Guarantor will promptly pay the same. All payments by each the Corporate Guarantor with respect to any Security shall be paid in lawful money of the currency or currencies specified for payments on such Security United States of America. Each and every default in the payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as contemplated by Section 2.01 and pursuant to this Indentureeach cause of action arises. (b) Each The Corporate Guarantor further agrees, subject to the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, agrees that this Guarantee Guaranty Agreement constitutes an absolute, unconditional, present and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or Trustee, the Holders of the SecuritiesBonds, after demand the Bank or the Issuing Agent to (1) any security held by or for such payment being made upon such Guarantor by the Trustee benefit of the Holders of the Bonds, the Bank or the Issuing Agent for any of the Guaranteed Obligations, (with a copy to the Company), to 2) the Trustee's, any Bondholder's, the Bank's or any Holderthe Issuing Agent's rights against any other Personperson, or (3) any other right or remedy available to the Trustee or Trustee, any Holder of the Securities Bonds, the Bank or the Issuing Agent by contract, applicable law or otherwise. The obligations of each the Corporate Guarantor under this Guarantee Guaranty Agreement are direct, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such the Corporate Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company Agency or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for any of the indebtedness Guaranteed Obligations or of realizing upon any security held by or for the benefit of the Holders of the SecuritiesBonds, the Bank or the Issuing Agent. (c) Reference is made to Article X of the Indenture which provides that, subject to certain conditions, the Indenture may be discharged prior to the date on which all of the Bonds have become due and payable if there shall be deposited with the Trustee moneys and/or Government Obligations in an amount sufficient to pay the entire principal of, redemption premium, if any, and interest due and to become due on such Bonds on or prior to the maturity or redemption thereof. If any lien, encumbrance or charge based on any claim of any kind (including, without limitation, any claim for income, franchise or other taxes, whether Federal, state or otherwise but excluding any claim against any Bondholder) shall be asserted or filed against any moneys so deposited with the Trustee (or the income therefrom) so as to: (1) interfere with the due application by the Trustee of such moneys to the payment of the Bonds or the reimbursement of the Bank or the Issuing Agent for draws under the Letter of Credit, pursuant to the applicable provisions of the Indenture, or (2) subject the Holders of the Bonds, the Bank or the Issuing Agent to any obligation to refund any moneys applied to payment of the Bonds or the reimbursement of amounts drawn under the Letter of Credit, then the Corporate Guarantor promptly will take, or cause the taking of, such action (including, but not limited to, the payment of money) as may be necessary to prevent, or to nullify the cause or result of, such interference or such obligation, as the case may be. The discharge of the lien and pledge of the Indenture prior to the date on which all Bonds have become due and payable shall not release the Corporate Guarantor from its obligations under this Guaranty Agreement except to the extent the Bonds are defeased pursuant to Article X of the Indenture. The Corporate Guarantor further waives any benefits of any credit for the fair market value of the Facility in any action for foreclosure or for a deficiency judgment (including any credit under Section 1371 of the New York Real Property Actions and Proceedings Law).

Obligations Guaranteed. (a) Unless otherwise provided with respect Each of the Subsidiary Guarantors, jointly and severally, in consideration of the execution and delivery of this Agreement and certain other benefits to the Securities Subsidiary Guarantors which are expected to arise as a result of any series the transactions contemplated by this Agreement, hereby unconditionally and subject to the provisions of Section 10.06, each Guarantor hereby jointly and severally irrevocably guarantees to the Trustee for its own benefit Purchasers and to the benefit of the Holders holders from time to time (i) of the full Notes the due and prompt punctual payment of the principal of and premium, if any, interest on the Securities and the indebtedness represented thereby, when and as the same shall become due and payable, whether at the Maturity thereof, by acceleration, call for redemption or otherwise, (ii) the full and prompt payment of interest and any Additional Amount on the Securities Notes when and as the same shall become due and payable (whether at the maturity thereof, by acceleration, by notice of prepayment or otherwise) according to the terms thereof and (iii) of this Agreement, as such may be amended from time to time, and the due and punctual payment of any other amounts owing to the Purchasers and to such holders under or in respect of the Notes, and the due and punctual payment of any obligations with respect to the Put owing to the Purchasers and to the holders of the Warrants, under this Agreement and all other monetary payment obligations of the Company under this Indenture and its Subsidiaries hereunder and thereunder, whether absolute or contingent, liquidated or unliquidated (including under Section 7.07 hereof) and the Securities (the guarantee in clauses (i)collectively, (ii) and (iii) collectively referred to as the "GuaranteeGuaranteed Obligations"). Each Guarantor hereby irrevocably In the absence of the due observance and unconditionally agrees, subject to the provision of Section 10.02, that upon any default performance by the Company in the payment, when due, and its Subsidiaries of any principal ofof its or their other obligations, premiumundertakings and conditions contained in this Agreement, if anyeach Subsidiary Guarantor shall use its best efforts, to the extent practicable, to provide reasonably equivalent performance intended to achieve comparable results. If the Company or its Subsidiaries shall not punctually pay any such principal, interest or Additional Amount on other amounts in respect of the Securities, and after demand therefore being made upon such Guarantor by Guaranteed Obligations (regardless of whether the Trustee (with a copy to Purchasers or the holders of the Notes or Warrants have recourse against the Company), each Subsidiary Guarantor shall provide that such Guarantor will promptly payment be made forthwith thereafter. If the Purchasers or any of the holders of the Notes shall have the right to declare any or all of the Notes or other Guaranteed Obligations due and payable,. and acceleration of the payment of such Notes or other Guaranteed Obligations is stayed, enjoined or otherwise prevented for any reason, in each case as determined in good faith by the Purchasers and each holder of Notes, each Subsidiary Guarantor, upon demand therefor, shall pay the same. All payments by each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenture. (b) Each Guarantor further agrees, subject to the provisions Purchasers and each holder of Section 10.2 and unless otherwise provided with respect Notes, the sums which would have been due to the Securities of any series, that this Guarantee constitutes an absolute, present Purchasers and continuing guarantee of payment and not of collection, and waives any right to require that any resort be had by the Trustee or the Holders of the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights against any other Person, or any other right or remedy available to the Trustee or any Holder of the Securities by contract, applicable law or otherwise. The obligations of each Guarantor holders under this Guarantee are directAgreement if such acceleration had occurred, unconditional and completely independent of the obligations of any other Person, and, subject to the provisions of Section 10.2, a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such Guarantor all as permitted by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders of the Securitiesapplicable law.

Obligations Guaranteed. (a) Unless otherwise provided with respect to In consideration for the Securities of any series and subject to Commitments, the provisions of Section 10.06, each Guarantor hereby jointly unconditionally and severally irrevocably guarantees to each of the Trustee for its own benefit Agent and the benefit of the Holders from time to time Lenders (i) the full and prompt payment of the principal of and premium, if any, on the Securities Notes and the indebtedness represented thereby, thereby when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii) the full and prompt payment of interest and any Additional Amount on the Securities Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all other monetary obligations of the Company payments and other sums when and as the same shall become due, required to be paid by a Borrower under the terms of this Indenture Agreement and under each of the other Transaction Documents to which it is a party (including under Section 7.07 hereofincluding, without limitation, any indemnity for any loss, claim, expense or liability (including, without limitation, any Environmental Claims) and that the Securities (the guarantee in clauses (i)Agent, (iia Lender or any of their respective officers, directors, employees or agents may suffer or incur) and (iiiiv) collectively referred the full and prompt performance and observance by a Borrower and ▇▇▇▇▇▇▇▇▇ of the obligations, covenants and agreements required to as be performed and observed by such Borrower and/or ▇▇▇▇▇▇▇▇▇ under the terms of this Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the "GuaranteeGuarantee Obligations"). Each The Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agrees that upon any default by the Company a Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agrees that upon any default by a Borrower in any of its obligations, covenants and agreements required to be performed and observed by such Borrower under this Agreement or under any other Transaction Document to which it is a party, the Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Guarantor shall be paid in the lawful currency of the United States. Each and every default (i) in the payment of the principal of, premium, if any, interest on or Additional Amount on other amounts due under the SecuritiesNotes, (ii) in the payment of any sum required to be paid by a Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by a Borrower of all of the obligations, covenants and agreements required to be performed and observed by such Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by separate suits may be brought hereunder as each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenturecause of action arises. (bc) Each The Guarantor further agrees, subject to agrees that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee Agent and the Lenders to (i) any security held by or for the benefit of the Agent and the Lenders for payment of the principal of, premium, if any, interest on or other amounts due under the Notes, this Agreement or the Holders of Transaction Documents, (ii) the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the TrusteeAgent's or any Holder's rights and Lenders' right against any other Person, or (iii) any other right or remedy available to the Trustee or any Holder of Agent and the Securities Lenders by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other PersonPerson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such the Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders Agent and the Lenders. (d) The Guarantor shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the SecuritiesTransaction Documents.

Obligations Guaranteed. (a) Unless otherwise provided with respect to the Securities of any series and subject to the provisions of Section 10.06, each The Guarantor hereby jointly and severally unconditionally guarantees to each of the Trustee for its own benefit Agent and the benefit of the Holders from time to time Lenders (i) the full and prompt payment of the principal of and premium, if any, on the Securities Term Loan Notes and the indebtedness represented thereby, thereby when and as the same shall become due and payable, whether at the Maturity stated maturity thereof, by acceleration, call for redemption or otherwise, ; (ii) the full and prompt payment of interest and any Additional Amount on the Securities Term Loan Notes when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all other monetary obligations of the Company payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of this Indenture Agreement and under each of the other Transaction Documents to which it is a party and (including iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under Section 7.07 hereof) the terms of this Agreement and under each of the Securities other Transaction Documents to which it is a party (the guarantee in clauses items (i) through (iv), (ii) and (iii) collectively referred to as the "Guarantee"“Guarantee Obligations”). Each The Guarantor hereby irrevocably and unconditionally agrees, subject to the provision of Section 10.02, agrees that upon any default by the Company Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Term Loan Notes, this Agreement or any other Transaction Document, the Guarantor will promptly pay the same within ten (10) days after receipt of written demand therefor from the Agent or any Lender. The Guarantor further hereby irrevocably and unconditionally agree that upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under this Agreement and under each of the other Transaction Documents to which it is a party, the Guarantor will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender. (b) All payments by the Guarantor shall be paid in the lawful currency of the United States of America. Each and every default (i) in the payment of the principal of, premium, if any, interest on or Additional Amount on other amounts due under the SecuritiesTerm Loan Notes, (ii) in the payment of any sum required to be paid by the Borrower under the terms of this Agreement or the other Transaction Documents, or (iii) in the prompt performance and observance by the Borrower of all of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Transaction Documents, shall give rise to a separate cause of action hereunder, and after demand therefore being made upon such Guarantor by the Trustee (with a copy to the Company), such Guarantor will promptly pay the same. All payments by separate suits may be brought hereunder as each Guarantor with respect to any Security shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.01 and pursuant to this Indenturecause of action arises. (bc) Each The Guarantor further agrees, subject to agrees that the provisions of Section 10.2 and unless otherwise provided with respect to the Securities of any series, that this Guarantee constitutes Obligations constitute an absolute, unconditional, present and continuing guarantee of performance and payment and not of collection, and waives any right to require that any resort be had by the Trustee or Agent and the Holders of Lenders to (i) any Collateral, (ii) the Securities, after demand for such payment being made upon such Guarantor by the Trustee (with a copy to the Company), to the Trustee's or any Holder's rights Agent’s and Lenders’ right against any other Person, or (iii) any other right or remedy available to the Trustee or any Holder of Agent and the Securities Lenders by contract, applicable law or otherwise. The obligations of each Guarantor under this Guarantee Obligations are direct, unconditional and completely independent of the obligations of any other PersonPerson or entity, and, subject to the provisions of Section 10.2, and a separate cause of action or separate causes of action may be brought and prosecuted against each Guarantor, after demand for payment being made upon such the Guarantor by the Trustee (with a copy to the Company), without the necessity of joining the Company or any other party or previously previous proceeding with or exhausting any other remedy against any other Person who might have become liable for the indebtedness or of realizing upon any security held by or for the benefit of the Holders Agent and the Lenders. (d) The Guarantor shall pay to the Agent and the Lenders all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Agent and the Lenders upon the occurrence of an Event of Default under any or all of the SecuritiesTransaction Documents.