Common use of Securities Guarantee Clause in Contracts

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company Partnership hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company Partnership to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPartnership, any right to require a proceeding first against the CompanyPartnership, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyPartnership, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Partnership or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(11) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Any Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Company under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any Security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Any Guarantor shall further agree that its Security Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.3, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof, liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor shall further agree that its Security Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to the Trustee or such Holderbe paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.3. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Securities its Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this Securities the Security Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.1.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally severally, guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and of, premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants covenant that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii2) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a1) Subject to the other provisions of this Article FourteenXIV, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen XIV has been made applicable as provided in Section 3.1(t301(23) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (iA) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iiB) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b2) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c3) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d4) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five V hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series. The Persons who shall initially be the Guarantors of the Securities of any such series being referred to herein may, but need not, include any or all of the Initial Guarantors and may include any and all such other Persons as the “Guaranteed Securities”) (which Security has been authenticated Company may determine; provided that, prior to the authentication and delivered delivery upon original issuance of Securities of any series that are to be guaranteed by a Person that is not an Initial Guarantor, the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(10) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of a Guarantor hereunder with respect to each such series. By execution and delivery of this Indenture, the Guaranteed Securities, or the obligations each Initial Guarantor hereby executes a Securities Guarantee with respect to any series of Securities as to which such Person has been so established as a Guarantor thereof pursuant to Section 2.1 and hereby makes each of the Company covenants and agreements of a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due , of any amount so guaranteed or any performance so guaranteed for whatever reasonthe principal of, premium, if any, interest and Additional Amounts, if any, on the Guarantors will be jointly Securities and severally obligated to pay all other monetary Obligations of the same immediatelyCompany under this Indenture. Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this is a guarantee Article X notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of payment from and not a guarantee protest to the Company of collection. (b) To any of the extent permissible Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under applicable law, the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the Guarantors failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any Security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Each Guarantor further agrees that its Security Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.3, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof, liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee Trustee, forthwith pay, or such Holdercause to be paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.3. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Securities Guaranteeits Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed hereby and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this Securities Security Guarantee. The Guarantors will have Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.1.

Securities Guarantee. (a1) Subject to the other provisions of this Article FourteenXIV, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen XIV has been made applicable as provided in Section 3.1(t301(23) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company Partnership hereunder or thereunder, that: (iA) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company Partnership to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iiB) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b2) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPartnership, any right to require a proceeding first against the CompanyPartnership, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c3) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyPartnership, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Partnership or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d4) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five V hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturitymaturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company Partnership hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company Partnership to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPartnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPartnership, any right to require a proceeding first against the CompanyPartnership, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyPartnership, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Partnership or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each Each of the New Guarantors hereby fully and unconditionally guarantees the Obligations (collectively, the “Additional Guarantees” and, each, an “Additional Guarantee”), on a joint and jointly and severally guarantees several basis with the Current Guarantors, to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), Notes and to the Trustee and its successors and assigns, irrespective assigns on behalf of each Holder of the validity Notes. Each New Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such New Guarantor and enforceability of that such New Guarantor will remain bound under this Indenture, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of Article I notwithstanding any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same Obligation. All payments under each Additional Guarantee will be promptly paid made as specified in full when due or performed in accordance with the terms Section 311 of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionBase Indenture. (b) To Each New Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute, full and unconditional, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of the extent permissible under applicable lawNotes, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities Base Indenture or this Supplemental Indenture, the absence of any action failure to enforce the sameprovisions of the Notes, the Base Indenture or this Supplemental Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto by any Holder the Holders of the Guaranteed Securities with respect to any provisions hereof Notes or thereofthe Trustee, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full). To the extent permitted by applicable law, each Each New Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the CompanyCompany prior to exercising its rights under an Additional Guarantee (including, protestfor the avoidance of doubt, any right which a New Guarantor may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under the Notes prior to recourse against such New Guarantor or its assets), protest or notice with respect to the Notes or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that this Securities its Additional Guarantee will not be discharged with respect to the Notes except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Guaranteed Securities Base Indenture or in this Supplemental Indenture, including Section 1.04 herein. If at any time any payment of principal of (and premium, if any) and interest on the Notes is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any New Guarantor’s obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or return as though such payment had become due but had not been made at such times. Neither a failure nor a delay on the part of either the Trustee or the Holders of the Notes in exercising any right, power or privilege under this IndentureArticle I shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders of the Notes expressed in this Article I are cumulative and exclusive of any other rights, remedies or benefits that either may have under this Article I at law, in equity, by statute or otherwise. (c) If Each New Guarantor also agrees to pay any Holder or the Trustee is required and all costs and expenses (including reasonable attorneys’ fees) incurred by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then any Holder of the Notes in enforcing any rights under this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effectSection 1.01. (d) Each Guarantor agrees that it will not be entitled to any right Upon request of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby each New Guarantor shall execute and deliver such instruments and do such further acts as may be accelerated as provided in Article Five hereof for the purposes of reasonably necessary to give effect to this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities GuaranteeSupplemental Indenture.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.01 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to clause (3) of Section 9.01 hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.01 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.01 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.01 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.01 with respect to the Securities of such series. Any Guarantor shall fully and unconditionally guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Company under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement (other than any such waiver, amendment or modification that expressly modifies a Guarantor’s obligations); (d) the release of any collateral security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. 42 Senior Indenture Any Guarantor shall further agree that its Securities Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.03, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof (other than any waiver or modification that expressly modifies a Guarantor’s obligations), liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor shall further agree that its Securities Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to the Trustee or such Holderbe paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.03. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this its Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this the Securities Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.01.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(10) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article XI to the extension or renewalcontrary, the provisions of this Article XI relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Any Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Company under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article XI notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any Security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Any Guarantor shall further agree that its Security Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 11.3, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof, liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor shall further agree that its Security Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to the Trustee or such Holderbe paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 11.3. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Securities its Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this Securities the Security Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 11.1.

Securities Guarantee. (a) Subject to the other provisions of this Article Fourteen, each of the Guarantors hereby fully and unconditionally and jointly and severally guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, or the obligations of the Company Issuers hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company Issuers to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the CompanyIssuers, any right to require a proceeding first against either of the CompanyIssuers, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guarantee.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(10) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Any Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Company under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any Security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Any Guarantor shall further agree that its Security Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.3, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof, liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor shall further agree that its Security Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to the Trustee or such Holderbe paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.3. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Securities its Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this Securities the Security Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.1.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.01 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to clause (3) of Section 9.01 hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.01 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.01 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.01 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.01 with respect to the Securities of such series. Any Guarantor shall fully and unconditionally guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Company under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement (other than any such waiver, amendment or modification that expressly modifies a Guarantor’s obligations); (d) the release of any collateral security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Any Guarantor shall further agree that its Securities Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.03, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof (other than any waiver or modification that expressly modifies a Guarantor’s obligations), liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor shall further agree that its Securities Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to the Trustee or such Holderbe paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.03. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this its Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this the Securities Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.01.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(11) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Any Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Company under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Company of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement (other than any such waiver, amendment or modification that expressly modifies a Guarantor’s obligations); (d) the release of any collateral security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Any Guarantor shall further agree that its Securities Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.3, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof (other than any waiver or modification that expressly modifies a Guarantor’s obligations), liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor shall further agree that its Securities Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to the Trustee or such Holderbe paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.3. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this its Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this the Securities Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.1.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Issuer, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(11) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Except as otherwise provided as contemplated by Section 2.1, any Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest (including any Additional Interest) and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Issuer under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation, except as otherwise provided as contemplated by Section 2.1. Any Guarantor shall waive presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any Security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Issuer. Any Guarantor shall further agree that its Security Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.3 and except as otherwise provided as contemplated by Section 2.1, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise to return to affected by the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to failure of the Trustee or any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such HolderGuarantor as a matter of law or equity. Each Guarantor shall further agree that, then this Securities Guaranteeexcept as otherwise provided as contemplated by Section 2.1, its Security Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest (including any Additional Interest) or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.3 and except as otherwise provided as contemplated by Section 2.1. Each Guarantor shall further agrees agree that, to the extent permitted except as otherwise provided as contemplated by applicable lawSection 2.1, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Securities its Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this Securities the Security Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.1.

Securities Guarantee. (a) Subject to the other provisions of this Article FourteenTen, each of the Guarantors Guarantor hereby fully and fully, unconditionally and jointly and severally irrevocably guarantees to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee for itself and its successors and assigns, irrespective on behalf of the validity and enforceability of this IndentureHolders on an unsecured, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: unsubordinated basis: (i) the due and punctual payment of the principal of and of, premium, if any, on and interest on (and Additional Amounts with respect to) each Security, when and as the Guaranteed Securities will be promptly paid in full when duesame shall become due and payable, whether at Stated Maturitymaturity, or by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Guaranteed Securitiesinterest, if any, if on (and Additional Amounts with respect to) the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performedTrustee, all in accordance with the terms hereof of such Security and thereof; and this Indenture and (ii) in the case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. To the extent permitted by applicable law, each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protestthe benefit of discussion, protest or notice with respect to any such Security or the debt evidenced thereby and all demands whatsoever whatsoever, and covenants that this Securities Guarantee will not be discharged as to any such Security except by complete performance payment in full of the principal thereof and interest thereon and as provided in Section 8.01 and Section 8.02 (subject to Section 8.06). The maturity of the obligations contained Guaranteed hereby may be accelerated as provided in Article Six for the Guaranteed purposes of this Article Ten. In the event of any declaration of acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Article Ten. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Six, the Trustee shall promptly make a demand for payment on the Securities and under the Securities Guarantee provided for in this Indenture. (c) Article Ten. If the Trustee or any Holder or the Trustee is required by any court or otherwise to return to the CompanyCompany or the Guarantor, the Guarantors or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to either the Company or the GuarantorsGuarantor, any amount paid by either to the Trustee or such HolderHolder in respect of a Security, then this Securities Guarantee, to the extent theretofore discharged, will shall be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each The Guarantor further agrees thatagrees, to the fullest extent permitted by applicable lawthat it may lawfully do so, that, as between the Guarantorsit, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby. Until such time as the Securities are fully and finally paid, including all interest, premium, principal and (ii) liquidated damages with respect thereto, the Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of its obligations under this Securities Guarantee and this Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the event of Holders against the Company or any declaration of acceleration collateral which any such Holder or the Trustee on behalf of such obligations as provided Holder hereafter acquires, whether or not such claim, remedy or right arises in Article Five hereofequity, such obligations (regardless of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have or under contract, statute or common law, including, without limitation, the right to seek contribution take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any non-paying Guarantor so long as the exercise other manner, payment or security on account of such right does claim or other rights. If any amount shall be paid to the Guarantor in violation of the preceding sentence and the principal of, premium, if any, and accrued interest on the Securities shall not impair have been paid in full, such amount shall be deemed to have been paid to the rights Guarantor for the benefit of, and held in trust for the benefit of, the Holders, and shall forthwith be paid to the Trustee for the benefit of the Holders under to be credited and applied upon the principal of, premium, if any, and accrued interest on the Securities. The Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities Guaranteepursuant to this Indenture and that the waivers set forth in this Section 10.01 are knowingly made in contemplation of such benefits. The Securities Guarantee set forth in this Section 10.01 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.

Securities Guarantee. (a) Subject to the other provisions of this Article FourteenX, each of the Guarantors Securities Guarantor hereby fully and fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally guarantees with each other Securities Guarantor, to the extent lawful, to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee the full and its successors and assignspunctual payment when due, irrespective whether at maturity, by acceleration, by redemption or otherwise, of the validity and enforceability of this Indentureprincipal of, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations and liabilities of the Company to under this Indenture (including without limitation interest accruing after the Holders filing of Guaranteed Securitiesany petition in bankruptcy, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case commencement of any extension of time insolvency, reorganization or like proceeding, relating to the Company or any Securities Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the "Guarantor Obligations"). Each Securities Guarantor agrees that the Guarantor Obligations will rank equally in right of payment with other Indebtedness of such Securities Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations. Each Securities Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Guarantor Obligation. Each Securities Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Securities Guarantor waives notice of any default under the Securities or any the Guarantor Obligations. 104 Each Securities Guarantor further agrees that its Securities Guarantee herein constitutes a Guarantee of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment (and not a guarantee Guarantee of collection. (b) To and waives any right to require that any resort be had by any Holder to any security held for payment of the extent permissible under applicable lawGuarantor Obligations. Except as set forth in Section 10.2, the obligations of the Guarantors under this each Securities Guarantee are unconditionalGuarantor hereunder shall not be subject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityGuarantor Obligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Guaranteed invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, to the extent lawful, the obligations of each Securities Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee is required for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Securities Guarantor, or (f) any change in the ownership of the Company; (g) by any court default, failure or otherwise delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to return to the Company, the Guarantors do any other act or thing which may or might in any custodian, trustee, liquidator manner or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to extent vary the Holders in respect risk of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Securities Guarantor further agrees that, to the extent permitted by applicable law, or would otherwise operate as between the Guarantors, on the one hand, and the Holders of Guaranteed Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration a discharge of such obligations Securities Guarantor as provided in Article Five hereof, such obligations (regardless a matter of whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Securities Guaranteelaw or equity.

Securities Guarantee. (a) Subject to the other provisions of this Article FourteenEach Subsidiary Guarantor hereby fully, each of the Guarantors hereby fully and unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally guarantees with each other Subsidiary Guarantor, to each Holder of a Security of each series to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee), and to the Trustee the full and its successors and assignspunctual payment when due, irrespective whether at maturity, by acceleration, by redemption or otherwise, of the validity and enforceability of this Indentureprincipal of, the Guaranteed Securities, or the obligations of the Company hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other monetary obligations of the Company to under this Indenture (including, without limitation, interest accruing after the Holders filing of Guaranteed Securitiesany petition in bankruptcy, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article XI notwithstanding any extension of time of payment or renewal of any Guaranteed Subsidiary Guarantor Obligation. Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guarantor Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or any the Guarantor Obligations. Each Subsidiary Guarantor further agrees that its Securities Guarantee herein constitutes a Guarantee of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment (and not a guarantee Guarantee of collection. (b) To and waives any right to require that any resort be had by any Holder to any security held for payment of the extent permissible under applicable lawGuarantor Obligations. Except as set forth in Section 11.2, the obligations of the Guarantors under this Securities Guarantee are unconditionaleach Subsidiary Guarantor hereunder shall not be subject to any reduction, irrespective limitation, impairment or termination for any reason (other than payment of the validityGuarantor Obligations in full), regularity including any claim of waiver, release, surrender, alteration or enforceability compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Guaranteed Securities invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee is required for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor, or (f) any change in the ownership of the Company; (g) by any court default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations, or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise to return operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Subject to the Companyprovisions of Section 3.12, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, then this each Subsidiary Guarantor agrees that its Securities Guarantee, to the extent theretofore discharged, will be reinstated Guarantee herein shall remain in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby effect until payment in full of all obligations guaranteed herebythe Guarantor Obligations or such Subsidiary Guarantor is released from its Securities Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 11.2. Each Subsidiary Guarantor further agrees that its Securities Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law) (including, without limitation, interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Subsidiary Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantorssuch Subsidiary Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations Guarantor Obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of this its Securities GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guarantor Obligations guaranteed hereby, hereby and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofGuarantor Obligations, such obligations Guarantor Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Subsidiary Guarantor for the purpose purposes of this Securities Guarantee. The Guarantors will have Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series; provided that, prior to the authentication and delivery upon original issuance of Securities of any series being referred that are to herein as be guaranteed by a Person, the “Guaranteed Securities”) (which Security has been authenticated and delivered by the Trustee)Issuers, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(k) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of this Indenture, the Guaranteed Securities, or the obligations of the Company a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article X to the extension or renewalcontrary, the provisions of this Article X relating to any Guarantor shall (a) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (b) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Any Guarantor shall fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with any other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Amounts, if any, on the Securities and all other monetary Obligations of the Issuers under this Indenture. Failing payment when due Any Guarantor shall further agree (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any amount so guaranteed Obligation. Any Guarantor shall waive presentation to, demand of payment from and protest to the Issuers of any of the Obligations and also shall waive notice of protest for nonpayment. Any Guarantor shall waive notice of any default under the Securities or the Obligations. The Obligations of any Guarantor shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) To the extent permissible other Person under applicable law, the obligations of the Guarantors under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement (other than any such waiver, amendment or modification that expressly modifies a Guarantor’s obligations); (d) the release of any collateral security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Issuers. Any Guarantor shall further agree that its Securities Guarantee constitutes a Guarantee of payment when due (and not a Guarantee of collection) and shall waive any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 10.3, the obligations of each Guarantor shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired or otherwise to return to affected by the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to failure of the Trustee or any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof (other than any waiver or modification that expressly modifies a Guarantor’s obligations), by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such HolderGuarantor as a matter of law or equity. Each Guarantor shall further agree that its Securities Guarantee shall continue to be effective or be reinstated, then this Securities Guaranteeas the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (a) the unpaid amount of such Obligations then due and owing and (b) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 10.3. Each Guarantor shall further agrees agree that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ia) the maturity of the obligations guaranteed hereby Obligations Guaranteed may be accelerated as provided in Article Five hereof this Indenture for the purposes of this its Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed and (iib) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this the Securities Guarantee. The Guarantors will have Each Guarantor also shall agree to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 10.1.

Securities Guarantee. (a) Subject Securities of any series that are to be guaranteed by the other provisions Securities Guarantees of this Article Fourteen, each of the any Guarantors hereby fully and unconditionally and jointly and severally guarantees shall be guaranteed by such Guarantors as shall be established pursuant to each Holder of a Security of each series Section 2.1 as Guarantors with respect to which this Article Fourteen has been made applicable as provided in Section 3.1(t) (the Securities of such series. The Persons who shall initially be the Guarantors of the Securities of any such series being referred to herein may, but need not, include any or all of the Initial Guarantors and may include any and all such other Persons as the “Guaranteed Securities”) (which Security has been authenticated Company may determine; provided that, prior to the authentication and delivered delivery upon original issuance of Securities of any series that are to be guaranteed by a Person that is not an Initial Guarantor, the Trustee)Company, and to the Trustee and its successors such Person shall have entered into a supplemental indenture pursuant to Section 9.1(10) hereof whereby such Person shall have executed a Securities Guarantee under this Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 as a Guarantor thereof and assigns, irrespective shall have made each of the validity covenants and enforceability agreements of a Guarantor hereunder with respect to each such series. By execution and delivery of this Indenture, the Guaranteed Securities, or the obligations each Initial Guarantor hereby executes a Securities Guarantee with respect to any series of Securities as to which such Person has been so established as a Guarantor thereof pursuant to Section 2.1 and hereby makes each of the Company covenants and agreements of a Guarantor hereunder or thereunder, that: (i) the principal of and premium, if any, and interest on the Guaranteed with respect to each such series. Securities will be promptly paid in full when due, whether at Stated Maturity, or by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal series that are to be guaranteed by the Securities Guarantees of any Guaranteed Securities or any of such other obligations, that same will Guarantors shall be promptly paid in full when due or performed guaranteed in accordance with the terms of such Securities Guarantees as established pursuant to Section 2.1 with respect to such series of Securities and such Securities Guarantees thereof and (except as otherwise specified as contemplated by Section 2.1 for such series of Securities and such Securities Guarantees thereof) in accordance with this Article X. Notwithstanding any provision of this Article XI to the extension or renewalcontrary, the provisions of this Article XI relating to any Guarantor shall (i) be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.1, as entitled to the benefits of the related Securities Guarantee of such Guarantor with respect to such series and (ii) so be applicable, and inure to the benefit of, the Securities of such series except to the extent otherwise provided as contemplated by Section 2.1 with respect to the Securities of such series. Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at Stated Maturitymaturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due , of any amount so guaranteed or any performance so guaranteed for whatever reasonthe principal of, premium, if any, interest and Additional Amounts, if any, on the Guarantors will be jointly Securities and severally obligated to pay all other monetary Obligations of the same immediatelyCompany under this Indenture. Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this is a guarantee Article XI notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of payment from and not a guarantee protest to the Company of collection. (b) To any of the extent permissible Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under applicable law, the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the Guarantors failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Guaranteed Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal agreement or equitable discharge otherwise; (b) any extension or defense renewal of a guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture. thereof; (c) If any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any Security held by any Holder or the Trustee is required for the Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Each Guarantor further agrees that its Security Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any court Holder to any Security held for payment of the Obligations. Except as expressly set forth in Article VIII and Section 11.3, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to return assert any claim or demand or to the Companyenforce any remedy under this Indenture, the Guarantors Securities or any custodianother agreement, trusteeby any waiver or modification of any thereof, liquidator by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other similar official acting act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to either any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Security Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest or Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the Guarantorsforegoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any amount paid of the Obligations when and as the same shall become due, whether at maturity, by either acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee Trustee, forthwith pay, or such Holdercause to be paid, then this Securities Guaranteein cash, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation Holders an amount equal to the Holders sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebySection 11.3. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantorssuch Guarantor, on the one hand, and the Holders of Guaranteed Securities and the TrusteeHolders, on the other hand, (ix) the maturity of the obligations guaranteed Obligations Guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Securities Guaranteeits Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Obligations Guaranteed hereby and (iiy) in the event of any such declaration of acceleration of such obligations as provided in Article Five hereofObligations, such obligations Obligations (regardless of whether or not due and payable) will shall forthwith become due and payable by the Guarantors Guarantor for the purpose purposes of this Securities Security Guarantee. The Guarantors will have Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of Trustee or the Holders in enforcing any rights under the Securities Guaranteethis Section 11.1.