Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, 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 failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note 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 Notes Notes, the Security Documents or the obligations of the Company or any other Note Guarantor Co-Issuers to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest interest, if any, on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Co-Issuers, in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Co-Issuers to the HoldersHolders under this Indenture, under the Notes or under any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture Indenture, the Notes or the Notes Security Documents shall constitute an event Event of default Default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCo-Issuers. Each Guarantor of the Guarantors hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Security Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCo-Issuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor (other than payment). Each Guarantor To the fullest extent permitted by law and subject to Section 6.06, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCo-Issuers, any right to require a proceeding first against the CompanyCo-Issuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and Indenture, this Note GuaranteeGuarantee and the Security Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company any Co-Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Co-Issuer or such Guarantor, any amount paid by the Company such Co-Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this each Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note each Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of this Note each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this each Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to be referred to herein as a “Guarantee”), to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: assigns that (ai) the principal of, premium, if any, of and interest on the Notes will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal principal, if any, and (to the extent permitted by law) interest on any interest, if any, on to the extent lawful, of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any of the Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.4. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Holders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of 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 its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Thirteen, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the other Noteholder Secured Parties and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the other Note Documents or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company Issuer and all other obligations of the other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to the Holders, the Trustee or the Guarantor to the Holders or the Trustee other Noteholder Secured Parties hereunder or thereunder (including feesamounts due the Trustee or the Noteholder Collateral Agent under Section 9.07 or Section 12.11, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedrespectively, hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture, under the Notes or under the other Note Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture Indenture, the Notes or the Notes other Note Documents shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Note Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note GuaranteeGuarantee and the other Note Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee or the Noteholder Collateral Agent is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the TrusteeTrustee and the Noteholder Collateral Agent, on the other hand, (a) subject to this Article TwelveThirteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Eight for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Eight hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally guarantees (such guarantee to be referred to herein as a "Guarantee"), on a senior subordinated basis jointly and severally fully and unconditionally guarantees severally, to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 11.3. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor to the Holders of the Guarantees and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article X hereof.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees on a senior unsecured basis to each Holder of a Note 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 Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due to the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, the Subsidiary Guarantees and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Subsidiary Guarantee. This Note Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly Securities when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and (z) the due and punctual payment and performance of all other obligations of the Company and all other obligations of the Company or other Guarantors (including under the Guarantor Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Guarantor of the Subsidiary Guarantors hereby unconditionally jointly and severally fully and unconditionally guarantees (such guarantee to be referred to herein as the "Subsidiary Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder under the Indenture or thereunder (including fees, expenses or other) and all other Indenture Obligations the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of the Subsidiary Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any amount so guaranteedacceleration of such obligations as provided in Article Six, such obligations (whether or failing performance of any other obligation not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediatelySubsidiary Guaranty. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations Each of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Subsidiary Guarantors hereby waives the benefit of 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 its Note the Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note in the Subsidiary Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such HolderNoteholder, this Note the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further of the Subsidiary Guarantors hereby agrees that, as between itin the event of default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the one handTrustee on behalf of, and or by, the Holders Holder of Notes and the Trusteesuch Notes, on the other hand, (a) subject to the terms and conditions set forth in this Article TwelveIndenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantors agree to pay to the Trustee for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (b) in upon demand therefor, the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Note Guarantor for Trustee or any of the purpose of this GuaranteeHolders.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior subordinated basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemptionxxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 11.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully and unconditionally severally, guarantees of a senior unsecured basis (such guarantee to be referred to herein as a "Note Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal of, premium, if any, and interest on the Notes will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, otherwise and interest on the overdue principal and (interest on any overdue interest, to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations Obligations of the Company or the Guarantor to the Holders of the Notes or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.4. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its this Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee Each Guarantor hereby further waives its obligation and right to execute, and agrees to be bound by the terms of payment any, supplemental indenture entered into by the Company and not of collectionthe Trustee, pursuant to Section 9.1. If any Holder of the Notes or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of the Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations Obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note 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 Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance (other than payment or performance of the Guarantor’s obligations hereunder) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as against the Issuer or any other Guarantor in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the “Guarantee”) to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.18) 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each The Guarantor hereby jointly unconditionally and severally fully irrevocably guarantees, as principal obligor and unconditionally guarantees not only as a surety, to each Holder of the Persons in whose name a Note authenticated and delivered by is registered in the Trustee Security Register for the Notes (the “Holders”) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or Company’s obligations under the obligations Notes, that the due and punctual payment of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, sinking fund payment, if any, premium, if any, and or interest on the Notes will be duly Notes, when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemption, by acceleration redemption or otherwise, shall be duly and interest on the overdue principal and (punctually paid when due according to the extent permitted by law) interestterms of the Indenture and the Notes. In case of the failure of the Company punctually to pay any such principal, sinking fund payment, if any, on the Notes and all other obligations of the Company premium, if any, or interest, the Guarantor to hereby agrees, upon the Holders or receipt of written notice from the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, 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 failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes such failure, to accelerate the obligations cause any such payment to be made within five (5) days of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Companysuch notice. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefit of 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, protestprotest or notice (except pursuant to the immediately preceding paragraph) with respect to the Notes, notice and all demands whatsoever whatsoever, and covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Notes and this Note in the Guarantee. This Note Guarantee is a guarantee The Guarantor shall be subrogated to all rights of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to Holders against the Company or to in respect of any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount amounts paid by the Company or such Guarantor pursuant to the Trustee provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Notes then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such Holderright of subrogation until the principal of and interest on all Notes shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, this Note Guaranteeif following any payment of principal or interest by the Company on the Notes to the Holders it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by any such Holder to such trustee in bankruptcy, then and to the extent theretofore dischargedof such repayment, the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each The Guarantor further agrees thathereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened prior to the creation and issuance of this Guarantee and to constitute the same as between itthe legal, on the one hand, valid and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity binding obligation of the obligations guaranteed hereby may be accelerated as provided Guarantor enforceable in Article Five hereof for the purposes of this Note Guaranteeaccordance with its terms, notwithstanding any stay, injunction or other prohibition preventing such acceleration have been done and performed and have happened in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteestrict compliance with applicable laws.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 6.07 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, 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 Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney’s fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated in full force and effect. Each Guarantor further agrees thathave any personal liability under this Guarantee by reason of his, her or its status as between itsuch stockholder, on the one handofficer, and the Holders of Notes and the Trusteedirector, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction employee or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteeincorporator.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemptionxxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company Issuer to the Holders, the Trustee or the Guarantor to the Holders or the Trustee Collateral Agent hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture Indenture, the Securities or the Notes any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities, this Indenture or this Indentureany Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor of the Guarantors hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, of and any premium or interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest on the overdue principal, premium and interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other obligations under this Indenture Obligations or the Securities will be promptly duly and punctually paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations under this Indenture Obligationsor the Securities or any change in the time, manner or place of payment of, or in any other term in respect thereof, or waiver of or consent to any departure from any other agreement relating to any obligations under this Indenture or the Securities, the same will be promptly duly and punctually 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 failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, Guarantee and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor The Guarantors hereby agrees agree that its their obligations hereunder shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are expressly hereby waived by the Guarantors) whether by reason of any claim of any character whatsoever, including any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to any Guarantor or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Securities or other obligations under this Indenture, whether or not a Note Guarantee is affixed to any particular NoteSecurity, any insolvency, bankruptcy, reorganization or dissolution, or any other proceeding of the Company, or any Guarantor, including rejection of any Guarantee in such bankruptcy or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantorthe Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, hand (a) subject to this Article TwelveXIV, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors, jointly and severally fully severally, hereby unconditionally and unconditionally irrevocably guarantees to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Issuer to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, of and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors under the Guarantees in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Indenture and this Note Guarantee(including the Guarantees). This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note GuaranteeSix, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note 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 Notes or the obligations of the Company Casella or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the Company or other Guarantors (including under the Guarantor Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the "GUARANTEE OBLIGATIONS"); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Casella to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCasella. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Subsidiary Guarantee. This Note Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Casella or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or such Guarantor, any amount paid by the Company Casella or such Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to each Holder be referred to herein as the "Guarantee") to the Holders of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and any interest on the overdue principal and (to the extent permitted by law) interest, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise (collectively, the "Guaranteed Obligations"), subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 6.02. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy The obligations of the Company, any right to require a proceeding first against the Company, protest, notice Guarantors hereunder are separate and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance independent of the obligations contained of the Company and of any other guarantor, and a separate action or actions may be brought and prosecuted against the Guarantor whether action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in any action or actions. The obligations of the NotesGuarantor hereunder shall survive and continue in full force and effect until the earlier of (i) such time as the Guarantor may be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, this Indenture and this Note Guarantee. This Note Guarantee or (ii) payment in full of the Guaranteed Obligations is a guarantee of payment and not of collection. If any Holder actually received by the Holders or the Trustee is required by on behalf of the Holders and the period of time has expired during which any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid payment made by the Company or such the Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company's or any other Guarantor's liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. The Guarantors agree that to the extent the Company or any other guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such Holderpayment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then this Note GuaranteeGuarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent theretofore dischargedof such payment or repayment by the Holders or Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be reinstated revived and continued in full force and effect. Each Guarantor further agrees that, effect as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or if said Preferential Payment had not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteebeen made.

Unconditional Guarantee. Each Guarantor hereby agrees to unconditionally, jointly and severally fully and unconditionally guarantees severally, guarantee to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: that (ai) the principal of, premium, if any, and interest on the Notes Securities will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest, to the Notes extent lawful, of the Securities and all other obligations Obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.03. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of 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 its Note Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note each Subsidiary Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such HolderSecurityholder, this Note Guarantee, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, each Subsidiary Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this its Subsidiary Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior basis to each Holder of a Note 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 Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note the Guarantee. This Note The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Issuers to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company Issuers or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 607 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, 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 Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the "Guaranteed Obligations"). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuers to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the CompanyIssuers. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney's fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Issuers under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Issuers. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated in full force and effect. Each Guarantor further agrees thathave any personal liability under this Guarantee by reason of his, her or its status as between itsuch stockholder, on the one handofficer, and the Holders of Notes and the Trusteedirector, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction employee or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteeincorporator.

Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to each Holder be referred to herein as the “Guarantee”) to the Holders of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and any interest on the overdue principal and (to the extent permitted by law) interest, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise (collectively, the “Guaranteed Obligations”), subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 6.02. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The obligations of each Guarantor hereby waives the benefit of 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 hereunder are separate and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance independent of the obligations contained of the Company and of any other Guarantor, and a separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against the Company or any other Guarantor or whether the Company or any other Guarantor is joined in any action or actions. The obligations of each Guarantor hereunder shall survive and continue in full force and effect until the Notesearlier of (i) such time as such Guarantor may be released from its obligations hereunder pursuant to the terms Section 6.06 hereof, this Indenture and this Note Guarantee. This Note Guarantee or (ii) payment in full of the Guaranteed Obligations is a guarantee of payment and not of collection. If any Holder actually received by the Holders or the Trustee is required by on behalf of the Holders and the period of time has expired during which any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid payment made by the Company or such Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company’s or any other Guarantor’s liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. Each Guarantor agrees that to the extent the Company or any other Guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such Holderpayment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a “Preferential Payment”), then this Note GuaranteeGuarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent theretofore dischargedof such payment or repayment by the Holders or the Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be reinstated revived and continued in full force and effect. Each Guarantor further agrees that, effect as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or if said Preferential Payment had not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteebeen made.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemptionuxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors, jointly and severally fully severally, hereby unconditionally and unconditionally irrevocably guarantees to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Issuer to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, of and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors under the Guarantees in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Indenture and this Note Guarantee(including the Guarantees). This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note GuaranteeSix, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee (such guarantees to be referred to herein as "Guarantees") to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on and Additional Amounts with respect to the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on and Additional Amounts with respect to the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee hereunder) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor The Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor The Guarantors hereby waives waive the benefit of 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 its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveXIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantees to be referred to herein as the “Guarantee”) to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.18) 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor Braskem hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee on behalf of such Holder, the full and its successors and assigns, irrespective punctual payment of the validity principal of (and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, on) and interest on such Security when and as the Notes will be duly same shall become due and punctually paid in full when duepayable, whether at maturityStated Maturity, upon redemptiondeclaration of acceleration, by acceleration redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture and all amounts payable by the extension Company under the Indenture (the “Guarantee”). In case of the failure of the Company punctually to make any such payment, Braskem hereby agrees to pay or renewalcause such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by upon declaration of acceleration or redemption or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of if such payment were made by the Company. Each Guarantor hereby Braskem agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of the Guarantee of all or any of the Securities, or any consent to departure from any requirement of the Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under any applicable Bankruptcy Law, the disallowance, under any applicable Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities (including any interest or Additional Amounts), any waiver or consent by any the Holder of any Security or by the Notes Trustee with respect to any provisions hereof thereof or thereof, any release of any other Guarantorthis Indenture or with respect to the provisions of this Article XII as they apply to Braskem, the recovery obtaining of any judgment against the Company, Company or any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorBraskem. Each Guarantor Braskem hereby waives the benefit 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 any other Person, 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, protest or notice with respect to any Security or the Debt evidenced thereby and all demands whatsoever whatsoever, and covenants that its Note the Guarantee shall not be discharged in respect of any Security except by complete performance of the obligations contained in that Security and in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is Braskem hereby agrees that, in the event of a guarantee Default in payment of payment and not principal (or premium, if any) or interest on any Security, whether at Stated Maturity, upon declaration of collection. If any Holder acceleration, redemption or otherwise, legal proceedings may be instituted by the Trustee is required by any court on behalf of, or otherwise to return by, the Holder of that Security, subject to the Company terms and conditions set forth in this Indenture, directly against Braskem to enforce the Guarantee without first proceeding against the Company. Braskem agrees 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 Stated Maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any Guarantor, other right or any custodian, trustee, liquidator or other similar official acting in relation remedy with respect to the Company or such GuarantorSecurities, any amount paid by the Company or such Guarantor to pay to the Trustee for the account of the Holders, upon demand thereof, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or such Holderany of the Holders. Braskem hereby waives any benefits to which it is entitled under Articles 333, this Note Guarantee827, to 828, 834, 835, 838 and 839 of the extent theretofore dischargedBrazilian Civil Code, and Article 595 of the Brazilian Code of Civil Procedure. The Guarantee shall be reinstated remain in full force and effect. Each Guarantor further agrees thateffect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company 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 Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as between itthe 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 an obligee on the one handSecurities whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance has 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, restored or returned. Rights of Holders to payment in full under the Securities pursuant to the Guarantee shall be equal in right of payment with all other existing and future senior unsecured obligations of Braskem, subject to certain statutory preferences under applicable law, and the Holders senior in right of Notes and the Trustee, on the other hand, (a) subject payment to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this GuaranteeBraskem’s subordinated debt.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Co-Issuers to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interestinterest and Additional Interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or the Guarantor Co-Issuers, in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Co-Issuers to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event Event of default Default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCo-Issuers. Each Guarantor of the Guarantors hereby agrees that (to the extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCo-Issuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor (other than payment). Each Guarantor To the fullest extent permitted by law and subject to Section 6.06, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCo-Issuers, any right to require a proceeding first against the CompanyCo-Issuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company any Co-Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Co-Issuer or such Guarantor, any amount paid by the Company such Co-Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior unsecured basis to each Holder of a Note 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 Notes or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuer and all other obligations of the Guarantor other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note the Guarantee. This Note The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note Securities 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 Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, 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 failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurities, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveFourteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or and all other obligations of the Guarantor other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by law) the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, unsubordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities and any Additional Amounts with respect thereto, will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 607 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, 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 Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the "Guaranteed Obligations"). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney's fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated in full force and effect. Each Guarantor further agrees thathave any personal liability under this Guarantee by reason of his, her or its status as between itsuch stockholder, on the one handofficer, and the Holders of Notes and the Trusteedirector, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction employee or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.incorporator

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise other- wise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby fully and unconditionally, jointly and severally fully and unconditionally severally, guarantees (each such guarantee to each Holder be referred to herein as the “Guarantee”) to the Holders of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and any interest on the overdue principal and (to the extent permitted by law) interest, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due otherwise (collectively, the “Guaranteed Obligations”), subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 6.02 hereof. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The obligations of each Guarantor hereby waives the benefit of 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 hereunder are separate and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance independent of the obligations contained of the Company and of any other Guarantor, and a separate action or actions may be brought and prosecuted against a Guarantor whether action is brought against the Company or any other Guarantor or whether the Company or any other Guarantor is joined in any action or actions. The obligations of each Guarantor hereunder shall survive and continue in full force and effect until the Notesearlier of (i) such time as such Guarantor may be released from its obligations hereunder pursuant to the terms set forth in Section 6.06 hereof, this Indenture and this Note Guarantee. This Note Guarantee or (ii) payment in full of the Guaranteed Obligations is a guarantee of payment and not of collection. If any Holder actually received by the Holders or the Trustee is required by on behalf of the Holders and the period of time has expired during which any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid payment made by the Company or such Guarantor may be determined to be a Preferential Payment (defined below), notwithstanding any release or termination of the Company’s or any other Guarantor’s liability by express or implied agreement or by operation of law and notwithstanding that the Guaranteed Obligations or any part thereof are deemed to have been paid or discharged by operation of law or by some act or agreement. For purposes of this Guarantee, the Guaranteed Obligations shall be deemed to be paid only to the extent that the Holders, or the Trustee on behalf of the Holders, actually receive immediately available funds. Each Guarantor agrees that to the extent the Company or any other Guarantor makes any payment to the Holders, or to the Trustee on behalf of the Holders, in connection with the Guaranteed Obligations, and all or any part of such Holderpayment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by the Holders or the Trustee or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a “Preferential Payment”), then this Note GuaranteeGuarantee shall continue to be effective or shall be reinstated, as the case may be, and, to the extent theretofore dischargedof such payment or repayment by the Holders or the Trustee, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be reinstated revived and continued in full force and effect. Each Guarantor further agrees that, effect as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or if said Preferential Payment had not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteebeen made.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior secured basis, to each Holder of a Note 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 Notes Notes, the Security Documents or the obligations of the Company Issuers or any other Note Guarantor Guarantors to the Holders Holders, the Trustee or the Trustee Note Collateral Agent hereunder or thereunder, that: thereunder (the “Note Guarantees”): (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company Issuers and all other obligations of the other Guarantors (including under the Note Guarantees and the Security Documents), in each case, to the Holders, the Trustee or the Guarantor to the Holders or the Trustee Note Collateral Agent hereunder or thereunder (including fees, expenses amounts due the Trustee or other) and all other Indenture Obligations will be promptly paid in full or performedthe Note Collateral Agent under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuers to the HoldersHolders under this Indenture, under the Notes or the Security Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture Indenture, the Notes or the Notes Security Documents shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this GuaranteeIssuers.

Unconditional Guarantee. Each Guarantor hereby shall unconditionally, jointly and severally fully and unconditionally guarantees guarantee to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise and interest on the overdue principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if anylawful, on the Notes and all other obligations Obligations of the Company or the Guarantor Authority to the Holders or the Trustee hereunder under this Indenture or thereunder (including fees, expenses or other) and all other Indenture Obligations the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; thereof and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each Guarantor agrees that, as between such Guarantor on the one hand, and the Holders and the Trustee on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (y) in the event of any amount so guaranteedacceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or failing performance of any other obligation not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of the Company Guarantee in each case to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Companylawful. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyAuthority, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance (other than payment in full) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor in each case to the extent lawful. Each Guarantor hereby waives waives, to the benefit of extent lawful, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyAuthority, any right to require a proceeding first against the CompanyAuthority, protest, notice and all demands whatsoever and covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note in the Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Authority, any Guarantor, or any custodian, trustee, liquidator or other similar official Custodian acting in relation to the Company Authority or such any Guarantor, any amount paid by the Company Authority or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between itin the event of Default in the payment of principal (or premium, if any) or interest on the one handNotes, and whether at their Stated Maturity, by acceleration, upon redemption, purchase or otherwise, legal proceedings may be instituted by the Holders of Notes and Trustee on behalf of, or by, the TrusteeHolder, on the other hand, (a) subject to the terms and conditions set forth in this Article TwelveIndenture, directly against each of the Guarantors to enforce the Guarantee without first proceeding against the Authority. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Guarantors, to the extent lawful, will pay to the Trustee for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (b) in upon demand therefor, the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Note Guarantor for Trustee or any of the purpose of this GuaranteeHolders. The Guarantors will agree to pay, in addition to the amount stated above, any and all out-of-pocket reasonable expenses (including reasonable counsel fees and expenses) incurred by the Trustee and the Holders in enforcing any rights under the Guarantees with respect to the Guarantors.

Unconditional Guarantee. Each Guarantor hereby of the Guarantors hereby, jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note Security 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (a) the principal of, premium, if any, of and interest on the Notes will Securities shall be duly and punctually promptly paid in full when due, due (subject to any applicable grace periods) whether at maturity, upon redemptionxxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations Obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations Obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations Obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations Obligations as provided in Article Five 6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Subject to the provisions of this Article Fourteen, each of the Initial Guarantors hereby fully, unconditionally and irrevocably guarantees, and each Subsidiary required to execute a supplemental indenture as a Subsequent Guarantor hereby jointly pursuant to Section 1008 will be deemed to fully, unconditionally and severally fully and unconditionally guarantees irrevocably guarantee, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this IndentureHolders, the Notes or the obligations due and punctual payment of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwiseon, and Additional Amounts and other amounts payable with respect to, each Security, the due and punctual payment of interest on the overdue principal of, and (to the extent permitted by law) interestpremium, if any, on and interest on, and Additional Amounts and other amounts payable with respect to, the Notes Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Company or the Guarantor Issuer to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedTrustee, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture ObligationsSecurities and this Indenture, when and as the same will be promptly paid in full when shall become due or performed in accordance with the terms of the extension or renewaland payable, whether at Stated Maturity, by acceleration declaration of acceleration, upon redemption, repurchase or repayment or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation In case of the Company failure of the Issuer punctually to the Holderspay any such principal, for whatever reasonpremium, interest, Additional Amounts or other payment, each Guarantor shall hereby agrees to cause any such payment to be obligated to pay, or to perform or cause the performance of, made punctually when and as the same immediately. An Event shall become due and payable, whether at Stated Maturity, by declaration of Default under this Indenture acceleration, upon redemption, repurchase or the Notes shall constitute an event of default under this Guaranteerepayment or otherwise, and shall entitle as if such payment were made by the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of the validity, regularity or enforceability of the Notes any Security or this Indenture, the absence of any action failure to enforce the sameprovisions of any Security or this Indenture, or any waiver waiver, modification, consent or consent indulgence granted with respect thereto by any the Holder of such Security or the Notes with respect to any provisions hereof or thereof, any release of any other GuarantorTrustee, the recovery of any judgment against the Company, Issuer or any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, 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 its Note no Guarantee shall not will be discharged as to any such Security except by payment in full of all amounts due in respect of such Security and by the complete performance of the all other obligations contained in the Notes, this Indenture such Security and this Note GuaranteeIndenture. This Note The maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Article Fourteen. In the event of any declaration of acceleration of such obligations as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article Fourteen. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on the Securities under each Guarantee is a guarantee of payment and not of collectionprovided for in this Article Fourteen. If any Holder the Trustee or the Trustee Holder of any Security is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, receiver, liquidator, trustee, liquidator sequestrator or other similar official acting in relation to the Company Issuer or such any Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such HolderHolder in respect of a Security, this Note any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees agrees, to the fullest extent that it may lawfully do so, that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note each Guarantee, notwithstanding any stay, injunction or other prohibition issued or imposed under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. A Guarantor shall be subrogated to all rights of the Holder of any Security against the Issuer in respect of any amounts paid to the Trustee or such Holder by such Guarantor pursuant to the provisions of its 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 (b) premium, if any, and interest on, and any Additional Amounts and other amounts payable with respect to, all Securities shall have been paid in full and all other obligations contained in the event Securities and this Indenture shall have been performed. If any amount shall be paid to any Guarantor in violation of any acceleration the preceding sentence and all amounts payable in respect of such obligations as provided the Securities shall not have been paid in Article Five hereoffull, such obligations (whether or not due and payable) amount shall forthwith become due and payable by the Note be deemed to have been paid to such 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 to be credited and applied upon such amounts. Each Guarantor acknowledges that it will receive direct and indirect benefits from the issuance of the Securities pursuant to this Indenture. Anything to the contrary in this Indenture notwithstanding, each Guarantee shall be, and hereby is, limited to the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee set forth in this Section 1401 shall not be valid and obligatory for any purpose with respect to a Security until the certificate of this Guaranteeauthentication of such Security shall have been signed by or on behalf of the Trustee. Each Guarantee is a guarantee of payment and not of collection.

Unconditional Guarantee. Each The Guarantor hereby jointly unconditionally and severally fully irrevocably guarantees, as principal obligor and unconditionally guarantees not only as a surety, to each Holder of the Persons in whose name a Note authenticated and delivered by is registered in the Trustee Security Register for the Debentures (the “Holders”) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or Company’s obligations under the obligations Debentures, that the due and punctual payment of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, sinking fund payment, if any, premium, if any, and or interest on the Notes will be duly Debentures, when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemption, by acceleration redemption or otherwise, shall be duly and interest on the overdue principal and (punctually paid when due according to the extent permitted by law) interestterms of the Indenture and the Debentures. In case of the failure of the Company punctually to pay any such principal, sinking fund payment, if any, on the Notes and all other obligations of the Company premium, if any, or interest, the Guarantor to hereby agrees, upon the Holders or receipt of written notice from the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, 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 failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes such failure, to accelerate the obligations cause any such payment to be made within five (5) days of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Companysuch notice. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each The Guarantor hereby waives the benefit of 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, protestprotest or notice (except pursuant to the immediately preceding paragraph) with respect to the Debentures, notice and all demands whatsoever whatsoever, and covenants that its Note the Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Debentures and this Note in the Guarantee. This Note Guarantee is a guarantee The Guarantor shall be subrogated to all rights of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to Holders against the Company or to in respect of any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount amounts paid by the Company or such Guarantor pursuant to the Trustee provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Debentures then outstanding, be entitled to enforce or to receive any payments arising out of or based upon such Holderright of subrogation until the principal of and interest on all Debentures shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, this Note Guaranteeif following any payment of principal or interest by the Company on the Debentures to the Holders it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such payment is paid by any such Holder to such trustee in bankruptcy, then and to the extent theretofore dischargedof such repayment, the obligations of the Guarantor hereunder shall be reinstated remain in full force and effect. Each The Guarantor further agrees thathereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened prior to the creation and issuance of this Guarantee and to constitute the same as between itthe legal, on the one hand, valid and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity binding obligation of the obligations guaranteed hereby may be accelerated as provided Guarantor enforceable in Article Five hereof for the purposes of this Note Guaranteeaccordance with its terms, notwithstanding any stay, injunction or other prohibition preventing such acceleration have been done and performed and have happened in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guaranteestrict compliance with applicable laws.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note Security 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 Notes Securities or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly Securities when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other obligations of the Company or other Guarantors (including under the Guarantor Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note the Guarantee. This Note The Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this the Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven and to the fullest extent permitted by applicable law, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior unsecured basis to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the fullest extent permitted by applicable law) overdue premium, if any, and interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or and all other obligations of the Guarantor other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a notation concerning its Note Guarantee is affixed to made on any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by law) the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby from time to time party hereto jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a “Guarantee”) to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other monetary obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will monetary obligations shall be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this the Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees (to the fullest extent permitted by law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives (to the fullest extent permitted by law) the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note each such Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven and Article Twelve hereof, the maturity of the obligations guaranteed hereby by its Guarantee may be accelerated as provided in Article Five Six hereof for the purposes of this Note its Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebythereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteetheir Guarantees. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under any Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator.

Unconditional Guarantee. Each Guarantor (a) In consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby, jointly and severally fully severally, irrevocably and unconditionally guarantees and agrees to be liable on a senior secured basis to each Holder of a Note 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 Notes or the obligations Obligations of the Company or any other Note Subsidiary Guarantor to the Holders under this Indenture or the Trustee hereunder or thereunderNotes, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption (whether upon a Change of Control or pursuant to a Net Proceeds Offer or otherwise), by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations Obligations of the Company or the Guarantor Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including feesamounts due the Trustee under Section 7.07 hereof), expenses or other) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture ObligationsObligations of the Company, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders or the Trustee under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this each such Subsidiary Guarantee, and shall entitle the Holders of Notes or Trustee to accelerate the obligations Obligations of the Guarantor hereunder Subsidiary Guarantors under the Subsidiary Guarantees in the same manner and to the same extent as the obligations Obligations of the Company. Each Guarantor hereby agrees that its obligations Company hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in under the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.18) 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee (such guarantees to be referred to herein as “Guarantees”) to each Holder of a Note Security 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 Notes Securities of any series or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on and Additional Amounts with respect to the Notes will Securities of such series shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the series of any Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on and Additional Amounts with respect to the Notes Securities of such series and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee hereunder) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of Securities of any Notes series or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders under this Indenture or under the Securities of such series, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities of any applicable series shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor Unless otherwise specified with respect to any Security pursuant to Section 3.01, the Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities of any series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities of such series with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor The Guarantors hereby waives waive the benefit of 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 its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the Notessuch Securities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes such Securities and the Trustee, on the other hand, (a) subject to this Article TwelveXIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness 62 otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Supplemental Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Supplemental Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Supplemental Indenture, the Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEight, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally guarantees (such guarantee to be referred to herein as a "Guarantee"), on a senior subordinated basis jointly and severally fully and unconditionally guarantees severally, to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 1603. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofFive, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee. The obligations of each Guarantor to the Holders of the Guarantees and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided in Article Fifteen hereof.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully severally, and unconditionally irrevocably guarantees (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, by redemption or otherwise and interest on the overdue principal, if any, and interest on any interest of the validity Notes and enforceability of this Indenture, the Notes or the all other obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company subject, however, to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.04 hereof. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note that, subject to Section 10.03 hereof, this Guarantee shall will not be discharged except by complete performance of the obligations of the Company contained in the respective Notes and the Indenture with respect to the respective Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofthe Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its the other Noteholder Secured Parties and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Notes, the other Note Documents or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company Issuer and all other obligations of the other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to the Holders, the Trustee or the Guarantor to the Holders or the Trustee other Noteholder Secured Parties hereunder or thereunder (including feesamounts due the Trustee or the Noteholder Collateral Agent under Section 7.07 or Section 10.13, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedrespectively, hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture, under the Notes or under the other Note Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture Indenture, the Notes or the Notes other Note Documents shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Notes, this Indenture or this Indenturethe Note Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note GuaranteeGuarantee and the other Note Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee or the Noteholder Collateral Agent is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the TrusteeTrustee and the Noteholder Collateral Agent, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Subject to the provisions of Article 11 of the Indenture, the New Guarantor hereby shall be a Subsidiary Guarantor under the terms of the Indenture and hereby, jointly and severally fully and with the other Subsidiary Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations Obligations of the Company or any other Note Guarantor to Issuers under the Holders Indenture or the Trustee hereunder or thereunderNotes, that: (a) the principal of, premium, interest and Liquidated Damages, if any, and interest on the Notes will shall be duly and punctually promptly paid in full when due, whether at maturity, upon redemptionthe maturity or interest payment or mandatory redemption date, by acceleration acceleration, redemption or otherwise, and interest on the overdue principal of, premium, interest and (to the extent permitted by law) interestLiquidated Damages, if any, on the Notes Notes, if any, if lawful, and all other obligations Obligations of the Company or the Guarantor Issuers to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) under the Indenture and all other Indenture Obligations will the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the that same will shall 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, guaranteed or failing any performance of any other obligation of the Company to the Holders, so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The New Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each To the fullest extent permitted by applicable law, the New Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Notes and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collectionthe Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any GuarantorSubsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such GuarantorSubsidiary Guarantors, any amount paid by the Company or such Guarantor either to the Trustee or such Holder, this Note Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed by the Indenture until payment in full of all Obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article Five hereof 6 of the Indenture for the purposes of this Note Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five hereof6 of the Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. The New Guarantor agrees that the Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

Unconditional Guarantee. Each (1) For value received, the Additional Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note Security authenticated and delivered by the Trustee (including the Notes) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Indenture or the Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities will be duly and punctually promptly paid in full when due, whether at maturityStated Maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor to the Holders of or the Trustee hereunder or thereunder (including fees, expenses or otherothers) and all other Indenture Obligations (collectively, the “Obligations”) will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Obligations (with or any of without notice to such other Indenture ObligationsGuarantor), 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 If the Company shall fail to pay when due of any amount so guaranteeddue, or failing performance of to perform, any other obligation of the Company to the HoldersObligations, for whatever reason, each the Additional Guarantor shall be jointly and severally obligated to paypay in cash, or to perform or cause the performance of, the same immediatelypromptly. An Event of Default under this the Indenture or the Notes shall constitute an event Securities of default under this Guarantee, and a particular series shall entitle the Holders of Notes the Securities of such series to accelerate the obligations Obligations of the Additional Guarantor hereunder in the same manner and to the same extent as the obligations Obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully severally, and unconditionally irrevocably guarantees (each such guarantee to be referred to herein as a “Guarantee”) on a senior basis to each Holder of a Note authenticated and delivered by the Trustee Notes and to the Trustee and its successors and assigns, irrespective that: (i) the principal of and interest on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, by redemption or otherwise and interest on the overdue principal, if any, and interest on any interest of the validity Notes and enforceability of this Indenture, the Notes or the all other obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration acceleration, by redemption or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company subject, however, to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.04 hereof. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note that, subject to Section 10.03 hereof, this Guarantee shall will not be discharged except by complete performance of the obligations of the Company contained in the Notes, respective Notes and this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collectionwith respect to the respective Notes. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof this Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofthis Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally guarantees (such guarantee to be referred to herein as a "Guarantee"), on a senior unsecured basis jointly and severally fully and unconditionally guarantees severally, to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ai) the principal ofof and interest on the Notes will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.3. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any and action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof VI for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofVI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, uncondi- tionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as the "Guarantee") to each Holder of a Note (including any Additional Notes upon issuance in accordance with Section 2.18) 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Ten, each of the Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee, on a senior secured basis (such guarantees to be referred to herein as the “Guarantees”) to each Holder of a Note Security 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 Notes Securities or the obligations of the Company Issuer or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company Issuer or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.7 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby agrees agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guaranteethe Guarantees. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company such Issuer or such Guarantor, any amount paid by the Company such Issuer or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor Guarantor, upon the execution and delivery of this Indenture or a Guarantee pursuant to Section 4.15 or 4.19, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantee (such guarantees to be referred to herein as “Guarantees”) to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on and Additional Amounts with respect to the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on and Additional Amounts with respect to the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee hereunder) and all other Indenture Obligations will shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation Obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor the Guarantors shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor The Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. The Guarantors hereby agrees agree that its their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor The Guarantors hereby waives waive the benefit of 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 its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveXIII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. The obligations of the Guarantors hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company, all such indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by the Guarantors as provided herein.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis to each Holder of a Note 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 Notes or the obligations of the Company Casella or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of Casella and all other obligations of the Company or other Guarantors (including under the Guarantor Subsidiary Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Casella to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyCasella. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyCasella, any action to enforce the same, whether or not a Note Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCasella, any right to require a proceeding first against the CompanyCasella, protest, notice and all demands whatsoever and covenants that its Note Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Subsidiary Guarantee. This Note Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Casella or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Casella or such Guarantor, any amount paid by the Company Casella or such Guarantor to the Trustee or such Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Subsidiary Guarantee.

Unconditional Guarantee. Each Subject to the provisions of Article 11 of the Indenture, the New Guarantor hereby shall be a Subsidiary Guarantor under the terms of the Indenture and hereby, jointly and severally fully and with the other Subsidiary Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this the Indenture, the Notes or the obligations Obligations of the Company or any other Note Guarantor to Issuers under the Holders Indenture or the Trustee hereunder or thereunderNotes, that: (a) the principal of, premium, interest and Liquidated Damages, if any, and interest on the Notes will shall be duly and punctually promptly paid in full when due, whether at maturity, upon redemptionthe maturity or interest payment or mandatory redemption date, by acceleration acceleration, redemption or otherwise, and interest on the overdue principal of, premium, interest and (to the extent permitted by law) interestLiquidated Damages, if any, on the Notes Notes, if any, if lawful, and all other obligations Obligations of the Company or the Guarantor Issuers to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) under the Indenture and all other Indenture Obligations will the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of the Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the that same will shall 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, guaranteed or failing any performance of any other obligation of the Company to the Holders, so guaranteed for whatever reason, each Guarantor the Subsidiary Guarantors shall be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The New Guarantor hereby agrees that its obligations hereunder under the Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantorthe Indenture and the Notes, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each The New Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee the Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Notes and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collectionthe Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any GuarantorSubsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or such GuarantorSubsidiary Guarantors, any amount paid by the Company or such Guarantor either to the Trustee or such Holder, this Note Guaranteethese Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed by the Indenture until payment in full of all obligations guaranteed by the Indenture. The New Guarantor further agrees that, as between itthe Subsidiary Guarantors, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations Obligations guaranteed hereby by the Indenture may be accelerated as provided in Article Five hereof 6 of the Indenture for the purposes of this Note Guaranteethese Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyby the Indenture, and (by) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Five hereof6 of the Indenture, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Subsidiary Guarantors for the purpose of this Guaranteethese Guarantees. The New Guarantor agrees that the Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this each Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note each Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of this Note each Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this each Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under each Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor Guarantor, if any, hereby jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on all amounts due with respect to the Notes will shall be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally fully and unconditionally severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Section 11, to each Holder of a Note authenticated and delivered by the Trustee Lenders and to the Trustee Agent and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal ofof and interest on the Loans will be promptly paid in full when due, premiumsubject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Loans and all other obligations of the Company to the Lenders or the Guarantor to the Holders or the Trustee Agent hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes of the Loans or of any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (a) and (b) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.5. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Loans or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Lenders with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of 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 its Note this Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesLoans, this Indenture Agreement and in this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Lender or the Trustee Agent is required by any court or otherwise to return to the Company or to Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee Agent or such HolderLender, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes Lenders and the TrusteeAgent, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Section 7 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofSection 7, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Section 1, each of the Guarantors, jointly and severally fully severally, hereby unconditionally and unconditionally irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsfor the benefit of the Holders, irrespective of the validity and enforceability of this Indenturethe Financing Agreement, the Notes Note or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of and redemption premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Bonds when and all other obligations as the same shall become due (whether at maturity, by acceleration, call for redemption or otherwise); (b) the interest on the Bonds when and as the same shall become due; (c) the purchase price of Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, 4.8 or 4.9 of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereofIndenture; and (bd) in case all amounts allocable to the Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsthe Financing Agreement (collectively, 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“Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to under the Holders, for whatever reasonBonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Financing Agreement with respect to the Bonds shall constitute an event of default under this GuaranteeGuaranty, and shall entitle the Holders of Notes Trustee to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the CompanyCompany under the Financing Agreement. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Note or this Indenturethe Financing Agreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee this Guaranty is affixed to any particular the Financing Agreement, the Bonds or the Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorsuch Guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee this Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note GuaranteeGuaranteed Obligations. This Note Guarantee Guaranty is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such a Guarantor, any amount paid by the Company or such a Guarantor to the Trustee or such HolderTrustee, this Note GuaranteeGuaranty, to the extent theretofore discharged, shall be reinstated in full force and effect, subject to Section 7 hereof. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to the other provisions of this Article TwelveGuaranty, the maturity of the obligations guaranteed hereby Bonds may be accelerated as provided in Article Five hereof Section 7.2 of the Financing Agreement for the purposes of this Note GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyBonds, and (b) in the event of any acceleration of such obligations the Bonds as provided in Article Five hereofSection 7.2 of the Financing Agreement, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.Guaranty. Each Guarantor agrees to make immediate payment to the Trustee of all Guaranteed Obligations owing or payable to Trustee upon receipt of a demand for payment therefor by the Trustee to the Guarantor in writing

Unconditional Guarantee. Each Guarantor hereby jointly and severally fully and unconditionally guarantees to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be duly and punctually paid in full when due, whether at maturity, upon redemptionStated Maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; thereof and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligations, 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 failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five 5 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security authenticated and --------- delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of -91- this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees to each Holder of a Note 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 Notes or the obligations of the Company Issuers or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) (x) the due and punctual payment of the principal of, premium, if any, and interest on the Notes will be duly when and punctually paid in full when dueas the same shall become due and payable, whether at maturity, upon redemptionredemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and (z) the due and punctual payment and performance of all other obligations of the Company or Issuers and all other obligations of the Guarantor other Guarantors (including under the Note Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performedamounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the "Guarantee Obligations"); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will be promptly paid in full when due or performed and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuers to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture or the Notes shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder Guarantors thereunder in the same manner and to the same extent as the obligations of the CompanyIssuers. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or such Guarantor, any amount paid by the Company Issuers or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Eleven, each of the Company and the Subsidiary Guarantor hereby hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior basis (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company Issuer or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company Issuer or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. In addition, all of the issued and outstanding capital stock of the Issuer and Standard Wool will be pledged by the Company to the Trustee for the benefit of the Holders of the Notes. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company Issuer to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the CompanyIssuer. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuer or to any Guarantor, or any custodian, trustee, liquidator liq- uidator or other similar official acting in relation to the Company Issuer or such Guarantor, any amount paid by the Company Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subject to the provisions of this Article Ten, each Subsidiary Guarantor hereby hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior unsecured basis (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Subsidiary Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Subsidiary Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each Guarantor of the Subsidiary Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article TwelveTen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Subsidiary Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Subsidiary Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security authenticated and delivered --------- de- livered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained con- tained in the NotesSecurities, this Indenture and this Note Guaranteethe Guarantees. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guaranteethe Guarantees. No stockholder, officer, director or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor's Guarantee by reason of his, her or its status as such stockholder, officer, director or employee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally irrevocably guarantees, on a senior subordinated basis (such guarantees to be referred to herein as a "Guarantee") to each Holder of a Note Security 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 Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 Companycompany, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed -105- hereby may be accelerated as provided in Article Five Six hereof for the purposes purpose of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Twelve, each Guarantor, if any, hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior subordinated basis as provided in Article Thirteen (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note 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 Notes or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will (and any Additional Interest payable thereon) shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and 100 -93- all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Note each Guarantee. This Note Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteethe Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note such Guarantor's Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this such Guarantor's Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under any Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby agrees to unconditionally, jointly and severally fully and unconditionally guarantees severally, guarantee to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors suc- cessors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (ai) the principal of, premiumpremium and interest on the Securities will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on the Notes will be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes Securities and all other obligations Obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes Securities or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder limitations set forth in the same manner and to the same extent as the obligations of the CompanySection 10.03. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor hereby waives the benefit of 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 its Note Guarantee shall will not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note each Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Company or to Company, any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such any Guarantor, any amount paid by the Company or such any Guarantor to the Trustee or such HolderSecurityholder, this Note Guarantee, each Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof Six for the purposes of this Note Guarantee, each Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereofSix, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note each Guarantor for the purpose of this its Guarantee.

Unconditional Guarantee. Each If any Parent is added as a guarantor, such Parent Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on a senior unsecured basis, to each Holder the Holders of a Note all Notes 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 Notes or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, assigns that: (ai) the principal of, premium, if any, of and interest on the Notes will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations Obligations of the Company or the Guarantor Issuers to the Holders or the Trustee hereunder or thereunder (including fees, expenses or other) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other Indenture Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Any Parent Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Any Parent Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Companyany Issuer, any right to require a proceeding first against the Companyan Issuer, protest, notice and all demands whatsoever and covenants that its any Note Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and this any Note Guarantee. This Note Guarantee is , and waives any and all defenses available to a guarantee of surety (other than payment and not of collectionin full). If any Holder or the Trustee is required by any court or otherwise to return to the Company Issuers or to any Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or such any Parent Guarantor, any amount paid by the Company Issuers or such any Parent Guarantor to the Trustee or such Holder, this any Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Any Parent Guarantor further agrees that, as between itany Parent Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof 6 for the purposes of this any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article Five hereof6, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note any Parent Guarantor for the purpose of this any Note Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Thirteen and Article Fifteen hereof, the Guarantor hereby jointly and severally fully and unconditionally guarantees guarantees, on an unsecured, subordinated basis, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Company or any other Note Guarantor to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, of (and premium, if any, ) and interest on the Notes Securities will be duly and punctually paid in full when due, whether at maturity, upon redemptionby acceleration, by acceleration call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes otherwise and all other obligations of the Company or the Guarantor to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee under Section 607 hereof) or under the Securities (including fees, expenses or otherother disbursements) and all other Indenture Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, 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 Maturitymaturity, by acceleration acceleration, call for redemption, purchase or otherwiseotherwise (all such obligations guaranteed by the Guarantor, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders, for whatever reason, each the Guarantor shall will be obligated to pay, or to perform or cause the performance of, of the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities or the Trustee to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. Each The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of to pay any and all fees and expenses (including reasonable attorney’s fees and expenses) incurred by the validity, regularity Trustee or enforceability of the Notes or Holders in enforcing any rights under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Article Thirteen with respect to any provisions hereof or thereof, any release of any other the Guarantor, . Without limiting the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy generality of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesforegoing, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guaranteeguarantees, to the extent theretofore dischargedprovided herein, the payment of all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company under this Indenture or the Securities but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company. No stockholder, officer, director, employee or incorporator, past, present or future, of the Guarantor, as such, shall be reinstated have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. The obligations of the Guarantor to the Holders and to the Trustee pursuant to the Guarantee and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full force of all Guarantor Senior Indebtedness, to the extent and effect. Each Guarantor further agrees that, as between it, on in the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article Twelve, the maturity of the obligations guaranteed hereby may be accelerated as manner provided in Article Five hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Fifteen hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally fully severally, unconditionally and unconditionally guarantees irrevocably guarantees, on a senior basis, (such guarantee to be referred to herein as a "Guarantee") to each Holder of a Note 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 Notes Securities or the obligations of the Company or any other Note Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemptionredemption at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Company or the Guarantor Guarantors to the Holders or the Trustee hereunder or thereunder (including fees, expenses or otheramounts due the Trustee under Section 7.07 hereof) and all other Indenture Obligations will obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other Indenture Obligationsobligations, the same will shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitymaturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the HoldersHolders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantor Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Each Guarantor of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Guarantor of the Guarantors hereby waives the benefit of 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 its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this Note Guarantee. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article TwelveEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five Six hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article Five Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantor Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. Each Guarantor that makes a payment or distribution under its Guarantee shall be entitled to a contribution from each other Guarantor in an amount pro rata based on the net assets of each Guarantor, determined in accordance with GAAP.