Common use of Senior Subordinated Guarantee Clause in Contracts

Senior Subordinated Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior subordinated basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary -105- 114 Guarantee, any Subsidiary Guarantees) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees), any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees), protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Senior Subordinated Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) except by complete performance of the obligations contained in such Security and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees), whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees), subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Subordinated Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees), to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees), or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Subordinated Guarantee or Security or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Subordinated Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) pursuant to the provisions of its Senior Subordinated Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the allied subsidiary Guarantor is issued against the Subsidiary Guarantors in respect of amounts paid by it on behalf of the Subsidiary Guarantees pursuant to the provisions of the Allied Each Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Subordinated Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Subordinated Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Subordinated Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Subordinated Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Subordinated Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Subordinated Guarantees. -107- 116 The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Subordinated Guarantee.

Senior Subordinated Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior subordinated basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or -103- 112 enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary -105- 114 Guarantee, any Subsidiary Guarantees) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants covenants, that this Senior Subordinated Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) except by complete performance of the obligations contained in such Security and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Security, whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Security, subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Subordinated Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Securities, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Subordinated Guarantee or Security or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Subordinated Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) pursuant to the provisions of its Senior Subordinated Guarantee or this Indenture; Allied provided, however, that no Guarantor shall be subrogated entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all rights of the Holders of the Securities with respect to which the allied subsidiary Guarantor is issued against the Subsidiary Guarantors hereunder shall have been paid in respect of amounts paid by it on behalf of the Subsidiary Guarantees pursuant to the provisions of the Allied full. Each Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Subordinated Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Subordinated Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Subordinated Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Subordinated Guarantee is sought bears to the aggregate net -105- 114 worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Subordinated Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Subordinated Guarantees. -107- 116 The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Subordinated Guarantee.

Senior Subordinated Guarantee. Each of Allied and the Subsidiary Guarantors The Guarantor hereby jointly and severally unconditionally guarantees on a senior subordinated basis to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest and all other amounts due hereunder on such Security Note when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security Note and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors Guarantor hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security Note or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the SecuritiesNotes, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of 98 107 the claims of the Trustee or any of the Holders for payment of any of the SecuritiesNotes, any waiver or consent by the Holder of any Security Note or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary -105- 114 Guarantee, any Subsidiary Guarantees) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants covenants, that this Senior Subordinated Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) Note except by complete performance of the obligations contained in such Security Note and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Note, whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Note, subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Subordinated Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Notes, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) Notes or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Subordinated Guarantee or Security Note or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security Note upon which such Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities Notes upon which its Senior Subordinated Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) Note pursuant to the provisions of its Senior Subordinated Guarantee or this Indenture; Allied shall be subrogated to all rights of the Holders of the Securities with respect to which the allied subsidiary Guarantor is issued against the Subsidiary Guarantors in respect of amounts paid by it on behalf of the Subsidiary Guarantees pursuant to the provisions of the Allied Each Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (orprovided, with respect to the Allied Subsidiary Guaranteehowever, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Subordinated Guarantee by reason of his, her or its status as such officer, director, employer or incorporator. To the extent that any Subsidiary no Guarantor shall be required entitled to pay enforce or to 99 108 receive any amounts on account payments arising out of, or based upon, such right of subrogation until the Securities pursuant to its Senior Subordinated Guarantee in excess of the greater principal of (iand premium, if any) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors interest on account of the Securities pursuant to their Senior Subordinated Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Subordinated Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Subordinated Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Subordinated Guarantees. -107- 116 The Guarantors Notes issued hereunder shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Subordinated Guaranteebeen paid in full.

Senior Subordinated Guarantee. Each of Allied Parent and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior subordinated basis to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied Parent and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors further agrees, jointly and severally and on a senior subordinated basis, that any amounts to be paid by such Guarantor under its Senior Subordinated Guarantee will be paid without deduction or withholding for or on account of any and all present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payment by the government of Canada, or any province or other political subdivision or -131- 146 taxing authority thereof or therein, or if deduction or withholding of any such tax, duty, assessment or charge shall at any time be required by or on behalf of the government of Canada or any such province, political subdivision or taxing authority, such Guarantor will pay such additional amount in respect of principal (and premium, if any) and interest as may be necessary in order that the net amounts paid to the Holders of the Securities or the Trustee, as the case may be, pursuant to its Senior Subordinated Guarantee after such deduction or withholding shall not be less than the amount provided for in the Securities to be then due and payable; except that no such additional amount shall be payable in respect of any Securities to any Holder (a) who is subject to such tax, duty, assessment or governmental charge in respect of such Securities by reason of its being connected with Canada otherwise than merely by the holding or ownership of such Securities, or (b) who is not dealing at arm's length with any of the Guarantors (within the meaning of the Income Tax Act (Canada) as reenacted or amended from time to time). Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary -105- 114 Guarantee, any Subsidiary Guarantees) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary -132- 147 Finance Guarantee, any Subsidiary GuaranteesAllied Parent) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Finance Guarantee, any Subsidiary GuaranteesAllied Parent), protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or the indebtedness evidenced thereby and all demands whatsoever, and covenants covenants, that this Senior Subordinated Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) except by complete performance of the obligations contained in such Security and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Security, whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Security, subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Subordinated Guarantee without first proceeding against the CompanyCompany (or, with respect to the Allied Finance Guarantee, Allied Parent). Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Securities, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Securities, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Subordinated Guarantee or Security or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Senior Subordinated Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) pursuant to the provisions of its Senior Subordinated Guarantee or this Indenture; Allied Finance shall be subrogated to all rights of the Holders of the Securities with respect to which the allied subsidiary Guarantor Allied Finance -133- 148 Guarantee is issued against the Subsidiary Guarantors Allied Parent in respect of any amounts paid by it on behalf account of the Subsidiary Guarantees Parent Guarantee pursuant to the provisions of the Allied Finance Guarantee; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. Each Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Finance Guarantee, any Subsidiary GuarantorAllied Parent) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Finance Guarantee, any Subsidiary GuarantorAllied Parent) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company (or, with respect to the Allied Finance Guarantee, Allied Parent) and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Subordinated Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities pursuant to its Senior Subordinated Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities pursuant to their Senior Subordinated Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date enforcement of its Senior Subordinated Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Subordinated Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Subordinated Guarantees. -107- 116 The Guarantors shall have the right to seek contribution from any nonpaying non-paying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Subordinated Guarantee. SECTION 1302. Execution and Delivery of Senior Subordinated Guarantees. The Senior Subordinated Guarantees to be endorsed on the Securities shall include the terms of the Senior Subordinated Guarantee set forth in Section 1301 and any other terms that may be set forth in the form established pursuant to Section 205. Each of the Guarantors hereby agrees to execute its Senior Subordinated Guarantee, in a form established pursuant to Section 205, to be endorsed on each Security authenticated and delivered by the Trustee. The Senior Subordinated Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor's Chairman of the Board, Vice Chairman of the Board, President or Vice Presidents, attested by its Secretary or Assistant Secretary. The signature of any or all of these officers on the Senior Subordinated Guarantee may be manual or facsimile and may be pursuant to a duly executed power of attorney.

Senior Subordinated Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior subordinated basis to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Security Note when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security Note and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security Note or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee, of all or any of the SecuritiesNotes, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in debtor-in-possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the SecuritiesNotes, any waiver or consent by the Holder of any Security Note or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or, with respect to the Allied Subsidiary -105- 114 Guarantee, any Subsidiary Guarantees) or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, any right to require a proceeding first against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Company, protest or notice with respect to any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants covenants, that this Senior Subordinated Guarantee will not be discharged in respect of any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) Note except by complete performance of the obligations contained in such Security Note and in this Senior Subordinated Guarantee. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on any Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Note, whether at its Stated Maturity or by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Note, subject to the terms and conditions set forth in this Indenture, directly against each or any of the Guarantors to enforce its Senior Subordinated Guarantee without first proceeding against the Company. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Notes, to collect interest on the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees) Notes or to enforce or exercise any other right or remedy with respect to the Securities (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantees)Notes, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. No provision of any Senior Subordinated Guarantee or Security Note or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security Note upon which such Senior Subordinated Guarantee is endorsed. Each Guarantor shall be subrogated to all rights of the Holders of the Securities Notes upon which its Senior Subordinated Guarantee is endorsed against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) in respect of any amounts paid by such Guarantor on account of such Security (or, with respect to the Allied Subsidiary Guarantor, the Subsidiary Guarantees) Note pursuant to the provisions of its Senior Subordinated Guarantee or this Indenture; Allied provided, however, that no Guarantor shall be subrogated entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all rights of the Holders of the Securities with respect to which the allied subsidiary Guarantor is Notes issued against the Subsidiary Guarantors hereunder shall have been paid in respect of amounts paid by it on behalf of the Subsidiary Guarantees pursuant to the provisions of the Allied full. Each Senior Subordinated Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) for liquidation or reorganization, should the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the assets of the Company and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities isNotes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the SecuritiesNotes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Senior Subordinated Guarantee by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. Notwithstanding any provision in this Article to the contrary, each Guarantor, and by its acceptance hereof each Holder of the Notes, hereby confirms that it is the intention of all such parties that the Senior Subordinated Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, the Holders of the Notes and each Guarantor hereby irrevocably agree that the obligations of each Guarantor under its Senior Subordinated Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including, but not limited to, Guarantor Senior Debt) of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Senior Subordinated Guarantee or pursuant to the next succeeding paragraph hereof, result in the obligations of such Guarantor under its Senior Subordinated Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. This paragraph is for the benefit of the creditors of each Guarantor. To the extent that any Subsidiary Guarantor shall be required to pay any amounts on account of the Securities Notes pursuant to its Senior Subordinated Guarantee in excess of the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the issuance of the Securities Notes and (ii) an amount calculated as the product of (A) the aggregate amount payable by the Subsidiary Guarantors on account of the Securities Notes pursuant to their Senior Subordinated Guarantees times (B) the proportion (expressed as a fraction) that such Subsidiary Guarantor's net worth at the date of enforcement of its Senior Subordinated Guarantee is sought bears to the aggregate net worth of all Subsidiary Guarantors at such date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary Guarantors for the amount of such excess, pro rata, based upon the respective net worth of such other Subsidiary Guarantors at the date enforcement of its Senior Subordinated Guarantees is sought. This paragraph is intended only to define the relative rights of the Subsidiary Guarantors as among themselves, and nothing set forth in this paragraph is intended to or shall impair the joint and several obligations of the Guarantors under their respective Senior Subordinated Guarantees. -107- 116 The Guarantors shall have the right to seek contribution from any nonpaying non-paying Guarantor so long as the exercise or such right does not impair the rights of the Holders under any Senior Subordinated Guarantee.