Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, 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 maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each 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 for the purposes of this 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 acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby guarantees (subject to the Effectiveness Condition and the limitations set forth in Section 11.03, but otherwise unconditionally), on a senior basis jointly and severally, guarantees to each Holder of a Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, 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 maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations Note Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsNote 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, subject, however, in . Each Guarantor agrees that its obligations hereunder shall be subject to the case of clauses (i) Effectiveness Condition and (ii) above, to the limitations set forth in Section 10.3. Each Guarantor hereby agrees that its Obligations hereunder shall be 11.03 and otherwise 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, the recovery of any judgment against the Company, any and action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained Note Obligations of the Company, and waives any and all defenses available to a surety (other than payment in the Notes, this Indenture and in this Guaranteefull). If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderHolder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, and 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, the Note or the obligations of the Company hereunder or thereunder, 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 maturityMaturity, by acceleration acceleration, by redemption or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, interest of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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 maturityMaturity, by acceleration acceleration, by redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.04 hereof. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that that, subject to Section 11.03 hereof, this Guarantee will not be discharged except by complete performance of the obligations of the Company contained in the Notes, respective Notes and this Indenture and in this Guaranteewith respect to the respective Notes. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, unconditionally jointly and severallyseverally guarantees for the benefit of each Holder the full and prompt payment when due, guarantees whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all of the Obligations of the Issuers (including, without limitation, interest accruing following an Insolvency Event of any Issuer, at the applicable rate specified in this Agreement and the Notes, whether or not such interest is allowed as a claim in bankruptcy). At any time after the occurrence and during the continuance of an Event of Default, each Guarantor shall pay to each Holder of a Note authenticated Holder, on demand and delivered by the Trustee and to the Trustee and its successors and assignsin immediately available funds, the Note or the obligations full amount of the Company hereunder Obligations of the Issuers (including any portion thereof which is not yet due and payable). Each Guarantor further agrees to pay to each Holder, on demand and in immediately available funds, (a) all losses, fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys' and paralegals' fees, costs and expenses) paid or thereunder, thatincurred by any Holder in: (i) the principal enforcing or defending such Person's rights under or in respect of and interest on the Notes will be promptly paid in full when duethis Agreement, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all any other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; Note Document and (ii) in case collecting all or any part of any extension the Obligations of time the Issuers or the Guarantors and (b) interest on (i) the Obligations of payment or renewal of any Notes or of any such other obligationsthe Issuers which do not constitute interest, (ii) to the extent permitted by applicable law, the same will be promptly Obligations of the Issuers which constitute interest, and (iii) the expenses described in clause (a) above, from the date of ---------- demand hereunder until paid in full when due or performed in accordance with at the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3Default Rate. Each Guarantor hereby agrees that its Obligations hereunder shall be unconditional, irrespective guaranty under this Article III is an absolute guaranty of the validity, regularity or enforceability ----------- payment and is not a guaranty 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each 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 for the purposes of this 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 acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteecollection.

Unconditional Guarantee. Each The Parent Guarantor hereby unconditionallyunconditionally guarantees, jointly and severallyon a senior unsecured basis, guarantees 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, the Note or the obligations of the Company hereunder or thereunder, assigns 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 maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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 or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each The Parent Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Parent Guarantor hereby waives 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 this Note Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and this Note Guarantee, and waives any and all defenses available to a surety (other than payment in this Guaranteefull). If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Issuers or the Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any the Parent Guarantor, any amount paid by the Company Issuers or any the Parent Guarantor to the Trustee or such NoteholderHolder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each The Parent Guarantor further agrees that, as between each the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 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 (y) in the event of any acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each the Parent Guarantor for the purpose of this Note Guarantee.

Unconditional Guarantee. Each The Guarantor by executing a counterpart of this Indenture hereby unconditionallyabsolutely and unconditionally guarantees, jointly and severally, guarantees on senior basis to each Holder of a Note of a series bearing an endorsement of guarantee authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunderTrustee, that: (i) the principal of and interest on the Notes Note will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe Stated Maturity, by acceleration acceleration, upon redemption or otherwise otherwise, and interest on the overdue principal, if any, and interest on any overdue installment of interest, to the extent lawful, of on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; Note and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligationsNote, 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 maturitythe Stated Maturity, by acceleration acceleration, upon redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each The Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Note 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, the recovery of any judgment against the Company, any action to enforce the same or and any other circumstances circumstance (other than performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever whatsoever, and covenants that this Guarantee will not in the event of a default in the payment of principal, premium (if any) or interest on a Note of any series, proceedings may be discharged except instituted by complete performance the Trustee on behalf of the obligations contained in Holders or, subject to Section 6.06 of this Indenture, by the NotesHolders, this Indenture on the terms and conditions set forth in this GuaranteeIndenture, directly against the Guarantor to enforce the guarantee without first proceeding against the Company. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any the Guarantor, any amount paid by the Company or any the Guarantor to the Trustee or such NoteholderHolder, this Guaranteeguarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each 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 for the purposes of this 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 acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guaranteeeffect.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, 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 maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 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, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a such Guarantor. Each Guarantor hereby waives 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 Companyan Issuer, protest, notice and all demands whatsoever and whatsoever. Each Guarantor covenants that this the applicable Guarantee will not be discharged except by complete performance of the obligations contained in the NotesNotes and this Indenture. Notwithstanding the foregoing sentence, any Guarantor shall be released from all the obligations under its Guarantee under this Indenture and in this GuaranteeArticle Eleven concurrently with the defeasance of the Notes under Section 9.02(b) or the Covenant Defeasance of the Notes under Section 9.02(c). If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuers or any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any a Guarantor, any amount paid by the Company Issuers or any a Guarantor to the Trustee or such NoteholderHolder, this the applicable Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes purpose of this the applicable Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each such Guarantor for the purpose of this the applicable Guarantee.

Unconditional Guarantee. Each The Parent Guarantor hereby unconditionallyunconditionally guarantees, jointly and severallyon a senior unsecured basis, guarantees 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, the Note or the obligations of the Company hereunder or thereunder, assigns 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 maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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 or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each The Parent Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Parent Guarantor hereby waives 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 this Note Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture Indenture, the Pledge Agreement and this Note Guarantee, and waives any and all defenses available to a surety (other than payment in this Guaranteefull). If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Issuers or the Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any the Parent Guarantor, any amount paid by the Company Issuers or any the Parent Guarantor to the Trustee or such NoteholderHolder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each The Parent Guarantor further agrees that, as between each the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 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 (y) in the event of any acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each the Parent Guarantor for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally(a) Subject to the provisions of this Article Ten, each Guarantor, if any, upon the execution and delivery of a Guarantee pursuant to Section 4.16, shall hereby, jointly and severally, guarantees unconditionally and irrevocably guarantee, 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 Note validity and enforceability of this Indenture, the Notes or the obligations of the Company Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (i) (A) the due and punctual payment of the principal of and interest on the Notes will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on any interestthe Notes when and as the same shall become due and payable, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, (B) the due and punctual payment of interest on the overdue principal and (to the extent lawfulpermitted by law) interest, if any, on the Notes and (C) the due and punctual payment and performance (within applicable grace periods hereunder) of all other obligations of the Notes Issuers and all other obligations of the Company other Guarantors (including under the Guarantees), in each case, to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed(including amounts due the Trustee under Section 7.07 hereof), all in accordance with the terms hereof and thereofthereof (collectively, the "GUARANTEE OBLIGATIONS"); and (ii) in case of any extension of time of payment or renewal of any Notes or any of any such other obligations, 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, subject to any applicable grace period, whether at stated maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, subject, however, in or failing performance of any other obligation of the case of clauses (i) and (ii) above, Issuers to the limitations set forth in Section 10.3. Each Guarantor hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity Holders under this Indenture 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in 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 and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders of Notes to return accelerate the obligations of the Guarantors thereunder in the same manner and to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to same extent as the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity obligations of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this GuaranteeIssuers.

Unconditional Guarantee. Each Guarantor hereby unconditionallyof the Guarantors hereby, jointly and severallyseverally and unconditionally guarantees, guarantees on a senior 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, the Note or the obligations of the Company hereunder or thereunder, assigns that: (ia) the principal of and interest on the Notes will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Securities (and any interestAdditional Interest payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, upon redemption 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 lawfulpermitted by law) interest, of if any, on the Notes Securities and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligationsObligations, 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 maturity, by acceleration or otherwise, otherwise subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders 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 Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the 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 same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances 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 this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any such Guarantor, any amount paid by the Company or any such Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article 6Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the 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 unconditionally, jointly and 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 Agents and its their respective successors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: assigns that (i) the principal of and interest on the Notes Bridge Loan will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe Maturity Date, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes Bridge Loan and all other obligations of the Company Borrowers to the Holders Lenders or the Trustee Agents hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes of the Bridge Loan or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.5. Each Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Bridge Loan 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, the recovery of any judgment against the CompanyBorrowers, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrowers, any right to require a proceeding first against the CompanyBorrowers, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesBridge Loan, this Indenture Agreement and in this Guarantee. If any Noteholder Lender or the Trustee is Agents are required by any court or otherwise to return to the CompanyBorrowers, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Borrowers or any Guarantor, any amount paid by the Company Borrowers or any Guarantor to the Trustee Agents or such NoteholderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgents, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Section 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In the event of a disposition of all of the assets or all of the Capital Stock of any Guarantor, by way of sale, merger, consolidation or otherwise, such Guarantor in the event of a disposition of all of the Capital Stock or all of the assets of such Guarantor or the surviving entity (whether or not such Guarantor) in the event of a merger or consolidation will be deemed released and relieved of its obligations under its Guarantee and this Agreement and the Person acquiring or owning the assets or Capital Stock of such Guarantor (if not otherwise required to be a Guarantor pursuant to the provisions of this Section 10.1) will not be required to enter into a Guarantee; provided, in each -------- case, that such transaction is carried out pursuant to and in accordance with Section 6.6, 6.9, 6.13 and 6.14.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, and 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, the Note or the obligations of the Company hereunder or thereunder, assigns 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 maturityMaturity, by acceleration acceleration, by redemption or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, interest of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder thereunder, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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 maturityMaturity, by acceleration acceleration, by redemption or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.04 hereof. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that that, subject to Section 10.03 hereof, this Guarantee will not be discharged except by complete performance of the obligations of the Company contained in the Notes, respective Notes and this Indenture and in this Guaranteewith respect to the respective Notes. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity Maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6this Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. (a) Each Guarantor hereby unconditionally, jointly and severally, guarantees as a primary obligor and not as a surety (such guarantee to be referred to herein as the "Guarantee") to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or Senior Notes (including any Additional Senior Notes) and the obligations of Publishing hereunder, thereunder or under the Company hereunder or thereunderCollateral Agreements, including that: (i) the principal of and interest on the Senior Notes 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 any interest, interest to the extent lawful, of the Senior Notes and all other obligations of the Company Publishing to the Holders or the Trustee hereunder or thereunder (including, without limitation, all redemption obligations under Sections 3.07 and 3.08 and all purchase obligations under Sections 4.17 and 4.18) will be promptly paid in full or performed, performed all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Senior Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.05. Each Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Senior Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyPublishing, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyPublishing, any right to require a proceeding first against the CompanyPublishing, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Senior Notes, this Indenture Indenture, the Collateral Agreements and in this Guarantee. If any Noteholder Securityholder or the Trustee is required by any court or otherwise to return to the Company, Publishing or any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company Publishing or any Guarantor, any amount paid by the Company Publishing or any Guarantor to the Trustee or such NoteholderSecurityholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionallyof the Guarantors hereby, jointly and severallyseverally 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, the Note or the obligations of the Company hereunder or thereunder, assigns that: (ia) the principal of and interest on the Notes will be promptly paid in full when dueof, subject to any applicable grace period, whether at maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Securities (and any interestLiquidated Damages payable thereon) shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, upon redemption 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 lawfulpermitted by law) interest, of if any, on the Notes Securities and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligationsObligations, 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 maturity, by acceleration or otherwise, otherwise subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders 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 Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the 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 re- spect 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 same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances 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 this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any such Guarantor, any amount paid by the Company or any such Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article 6Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the 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 Subject to the provisions of this Section 1, each of the Guarantors hereby unconditionally, jointly unconditionally and severally, irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee for the benefit of the Holders, irrespective of the validity and its successors and assignsenforceability of the Financing Agreement, the Note or the obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, that: (ia) the principal of and interest redemption premium, if any, on the Notes will be promptly paid in full Series 2005R-2 Bonds when due, subject to any applicable grace period, and as the same shall become due (whether at maturity, by acceleration acceleration, call for redemption or otherwise and otherwise); (b) the interest on the overdue principalSeries 2005R-2 Bonds when and as the same shall become due; (c) the purchase price of Series 2005R-2 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, if any4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the Series 2005R-2 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Financing Agreement(collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company under the Series 2005R-2 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under the Financing Agreement with respect to the Series 2005R-2 Bonds shall constitute an event of default under this Guaranty, and interest on any interest, shall entitle the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent lawful, of as the Notes and all other obligations of the Company to under the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms Financing Agreement. Each of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each Guarantor Guarantors hereby agrees that its Obligations 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 release of any Holder of the Notes with respect to any provisions hereof or thereofother Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not this Guaranty is affixed to the Financing Agreement, the Series 2005R-2 Bonds or the Note, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a such 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 this Guarantee will Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Guaranteed Obligations. This Guaranty is a guarantee of payment and in this Guaranteenot of collection. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Company or to a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any a Guarantor, any amount paid by the Company or any a Guarantor to the Trustee or such NoteholderTrustee, this GuaranteeGuaranty, to the extent theretofore discharged, shall be reinstated in full force and effect as effect, subject to such amount onlySection 7 hereof. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to the other provisions of this Guaranty, the maturity of the Obligations guaranteed hereby Series 2005R-2 Bonds may be accelerated as provided in Article 6 Section 7.2 of the Financing Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebySeries 2005R-2 Bonds, and (yb) in the event of any acceleration of such obligations the Series 2005R-2 Bonds as provided in Article 6Section 7.2 of the Financing Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the 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 unconditionallySubject to the provisions of this Section 1, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee for the benefit of the Holders, irrespective of the validity and its successors and assigns, enforceability of the Note Loan Agreement or the obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, thatthe full and prompt payment of: (ia) the principal of and interest redemption premium, if any, on the Notes will be promptly paid in full Series 2020R-1 Bonds when due, subject to any applicable grace period, and as the same shall become due (whether at maturity, by acceleration acceleration, call for redemption or otherwise and otherwise); (b) the interest on the overdue principalSeries 2020R-1 Bonds when and as the same shall become due; (c) the purchase price of Series 2020R-1 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, if any4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the Series 2020R-1 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company under the Series 2020R-1 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Loan Default Event under the Loan Agreement with respect to the Series 2020R-1 Bonds shall constitute an event of default under this Guaranty, and interest on any interest, shall entitle the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent lawful, of as the Notes and all other obligations of the Company to under the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms Loan Agreement. Each of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each Guarantor Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by release of any Holder of the Notes with respect to any provisions hereof or thereofother Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not this Guaranty is affixed to the Loan Agreement or the Series 2020R-1 Bonds, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a such 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 this Guarantee will Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Guaranteed Obligations. This Guaranty is a guarantee of payment and in this Guaranteenot of collection. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Company or to a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any a Guarantor, any amount paid by the Company or any a Guarantor to the Trustee or such NoteholderTrustee, this GuaranteeGuaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect as effect, subject to such amount onlySection 7 hereof. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to the other provisions of this Guaranty, the maturity of the Obligations guaranteed hereby Series 2020R-1 Bonds may be accelerated as provided in Article 6 Section 7.2 of the Loan Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebySeries 2020R-1 Bonds, and (yb) in the event of any acceleration of such obligations the Series 2020R-1 Bonds as provided in Article 6Section 7.2 of the Loan Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of this GuaranteeGuaranty. 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 unconditionallyof the Guarantors hereby, jointly and severallyseverally 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, the Note or the obligations of the Company hereunder or thereunder, assigns that: (ia) the principal of and interest on the Notes will Securities shall be promptly paid in full when due, due (subject to any applicable grace period, periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Notes Securities and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligationsObligations, 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 maturity, by acceleration or otherwise, subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 10.310.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders 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 Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. 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 CompanyIssuer, any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances 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 CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Noteholder 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 any such Guarantor, any amount paid by the Company Issuer or any such Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article 66 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the 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, guarantees (such guarantee 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, the Note or the obligations of the Company hereunder or thereunder, assigns 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 maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.05. 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article 6Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), subject to Article 12, to each Holder of a Note authenticated and delivered by the Trustee Holders and to the Trustee and its their respective successors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: assigns 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 maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.05. Each Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureAgreement, 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Agreement and in this Guarantee. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this 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 acceleration of such obligations as provided in Article 6, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionallyof the Subsidiary Guarantors hereby, jointly and severallyseverally 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, the Note or the obligations of the Company hereunder or thereunder, assigns that: (ia) the principal of and interest on the Notes will Securities shall be promptly paid in full when due, due (subject to any applicable grace period, periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Notes Securities and all other obligations Obligations of the Company Issuer to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligationsObligations, 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 maturity, by acceleration or otherwise, subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 10.310.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Securities, 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 Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. 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 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 Subsidiary Guarantor, the recovery of any judgment against the CompanyIssuer, any action to enforce the same same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary 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 CompanyIssuer, any right to require a proceeding first against the CompanyIssuer, protest, notice and all demands whatsoever and covenants that this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuer or any such Subsidiary Guarantor, any amount paid by the Company Issuer or any such Subsidiary Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Subsidiary Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article 66 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Subsidiary Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of 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, agent or incorporator. Each Subsidiary Guarantor (other than the Issuer) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Subsidiary Guarantor in an amount pro rata, based on the net assets of each Subsidiary Guarantor (other than the Issuer), determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionallyof the Guarantors hereby, jointly and severallyseverally 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, the Note or the obligations of the Company hereunder or thereunder, assigns that: (ia) the principal of and interest on the Notes will Securities shall be promptly paid in full when due, due (subject to any applicable grace period, periods) whether at maturity, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise otherwise, and interest on the overdue principalprincipal and (to the extent permitted by law) interest, if any, and interest on any interest, to the extent lawful, of the Notes Securities and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes Securities or any of any such other obligationsObligations, 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 maturity, by acceleration or otherwise, subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 10.311.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders 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 Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the 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 same, whether or not a Guarantee is affixed to any particular Security, or any other circumstances 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 this its Guarantee will shall not be discharged except by complete performance of the obligations Obligations contained in the NotesSecurities, this Indenture and in this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any such Guarantor, any amount paid by the Company or any such Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (xa) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (yb) in the event of any acceleration of such obligations Obligations as provided in Article 66 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the 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 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, determined in accordance with GAAP.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and 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, the Note or the obligations of the Company hereunder or thereunder, that: assigns that (i) the principal of and interest on the Notes Loans 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 any interest, to the extent lawful, of the Notes Loans and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes of the Loans or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.5. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesLoans, this Indenture Agreement and in this Guarantee. If any Noteholder Lender or the Trustee Agent is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee Agent or such NoteholderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Section 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionallyunconditionally guarantees, on a senior basis jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note Notes or the obligations of the Company hereunder or thereunder, 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 maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.03. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any and action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Indenture, the Security Documents and in this Note Guarantee, and waives any and all defenses available to a surety (other than payment in full). If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderHolder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 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 (y) in the event of any acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, guarantees guarantees, to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes 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 any interest, to the extent lawful, of the Notes Securities and all other obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.4. Each Guarantor 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, the recovery of any judgment against the Companyany Issuer, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives 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 CompanyIssuers, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and in this Guarantee. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Companyany Issuer, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company any Issuer or any Guarantor, any amount paid by the Company any Issuer or any Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, to the extent permitted by applicable law, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6VI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each The Parent Guarantor hereby unconditionallyunconditionally guarantees, jointly and severallyon a senior unsecured basis, guarantees to each Holder the Holders of a Note all Notes authenticated and delivered 77 by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, assigns 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 maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations Obligations of the Company Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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 or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each The Parent Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the CompanyIssuers, any and action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each The Parent Guarantor hereby waives 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 this Note Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and this Note Guarantee, and waives any and all defenses available to a surety (other than payment in this Guaranteefull). If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Issuers or the Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Issuers or any the Parent Guarantor, any amount paid by the Company Issuers or any the Parent Guarantor to the Trustee or such NoteholderHolder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each The Parent Guarantor further agrees that, as between each the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 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 (y) in the event of any acceleration of such obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by each the Parent Guarantor for the purpose of this Note Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionallyunconditionally and irrevocably guarantees, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, the Note or the obligations full and punctual payment of the Company hereunder or thereunderprincipal of, 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 maturity, by acceleration or otherwise and interest on the overdue principalpremium, if any, and interest on the Notes when due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, and all other Indenture Obligations of the Company (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article Thirteen notwithstanding any interestextension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest from nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the other Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for Notes or any of the other Guaranteed Obligations; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f), subject to Section 13.04, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any of the Guaranteed Obligations. Except as expressly set forth in Section 13.02, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of any of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor from its Subsidiary Guarantee as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on the Notes, or any other payment made in respect of any Guaranteed Obligation, is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, premium, if any, or interest on any of the Notes when and as the same shall become due, whether at maturity, by acceleration, by redemption, by repurchase or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent lawful, of the Notes not prohibited by law) and (iii) all other obligations Guaranteed Obligations of the Company to the Holders or and the Trustee hereunder or thereunder will Trustee. Each Subsidiary Guarantor agrees that it shall not be promptly paid entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full or performed, of all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3Guaranteed Obligations. 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Subsidiary Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of any or all of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this Guaranteesuch Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations of the Company guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Five (subject to the recision thereof as provided therein), such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each such Subsidiary Guarantor for the purpose purposes of this GuaranteeSection 13.01. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees) incurred by any Holder or the Trustee in enforcing any rights under this Article.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, guarantees (such guarantee to be referred to herein as the "Guarantee"), to each Holder of a Note authenticated and delivered by the Trustee Lenders and to the Trustee Agents and its their respective successors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes Loans 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 any interest, to the extent lawful, of the Notes Loans and all other obligations Obligations of the Company to the Holders Lenders or the Trustee hereunder or thereunder Agents under the Loan Documents will be promptly paid in full or performed, all in accordance with the terms hereof and thereofof the Loan Documents; and (ii) in case of any extension of time of payment or renewal of any Notes of the Loans or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.39.4. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesLoans, this Indenture Agreement and in this Guarantee. If any Noteholder Lender or the Trustee is Agents are required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee Agents or such NoteholderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgents, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Section 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Subsidiary Guarantor hereby unconditionally, jointly and severally, guarantees guarantees, subject to Article Twelve, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, 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 maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.05. Each Subsidiary Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such NoteholderHolder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and 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, the Note or the obligations of the Company hereunder or thereunder, that: (ia) the principal of and interest on the Notes Loans 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 any interest, to the extent lawful, of the Notes Loans and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (iib) in case of any extension of time of payment or renewal of any Notes 84 of the Loans or of any such other 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, subject, however, in the case of clauses (ia) and (iib) above, to the limitations set forth in Section 10.310.5. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesLoans, this Indenture Agreement and in this Guarantee. If any Noteholder Lender or the Trustee Agent is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee Agent or such NoteholderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Section 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby agrees to unconditionally, jointly and severally, guarantees guarantee to each Holder of a Note Security authenticated and delivered by the Trustee Trustee, and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: (i) the principal of of, premium, if any, and interest on the Notes 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 143 -133- overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes Securities and all other obligations Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities or of any such other 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 or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.03. Each Guarantor 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this its Guarantee will not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and in this each Guarantee. If any Noteholder Securityholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderSecurityholder, this Guarantee, each Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, each Guarantee notwithstanding any stay, injunction 144 -134- or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this its Guarantee.

Unconditional Guarantee. Each (a) For valuable consideration, receipt whereof is hereby acknowledged, and to induce each Lender to make Loans to the Borrower and to induce the Administrative Agent to act hereunder, each Guarantor hereby unconditionallyunconditionally and irrevocably guarantees, jointly as primary obligor and severallynot merely as surety, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsGuarantied Party (such guaranty, the Note or the obligations of the Company hereunder or thereunder, 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 maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance together with the terms of this Article IX, the extension or renewal, subject to any applicable grace period"Subsidiary Guaranty") the full and punctual payment when due, whether at stated maturitymaturity or earlier, by acceleration acceleration, mandatory prepayment or otherwise, subject, however, otherwise in the case of clauses (i) and (ii) above, to the limitations set forth in Section 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, the recovery of any judgment against the Company, any action to enforce the same accordance herewith or any other circumstances which might otherwise constitute Loan Document, of all the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Subsidiary Guaranty constitutes a legal or equitable discharge or defense guaranty of a Guarantorpayment and not of collection. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in Without limiting the event of insolvency or bankruptcy generality of the Companyforegoing, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity 's liability shall extend to all amounts that constitute part of the Obligations guaranteed hereby may and would be accelerated as provided in Article 6 owed by the Borrower to the Administrative Agent or any other Lender under this Agreement but for the purposes of this 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 acceleration of such obligations as provided in Article 6, such Obligations (whether fact that they are unenforceable or not allowable due and payable) shall forthwith become due and payable by each Guarantor for to the purpose existence of this Guaranteea bankruptcy, reorganization or similar proceeding involving the Borrower.

Unconditional Guarantee. Each Guarantor hereby unconditionallySubject to the provisions of this Section 1, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee for the benefit of the Holders, irrespective of the validity and its successors and assigns, enforceability of the Note Loan Agreement or the obligations of the Company or any other Guarantors to the Trustee hereunder or thereunder, thatthe full and prompt payment of: (ia) the principal of and interest redemption premium, if any, on the Notes will be promptly paid in full Series 2022A-1 Bonds when due, subject to any applicable grace period, and as the same shall become due (whether at maturity, by acceleration acceleration, call for redemption or otherwise and otherwise); (b) the interest on the overdue principalSeries 2022A-1 Bonds when and as the same shall become due; (c) the purchase price of Series 2022A-1 Bonds tendered or deemed tendered for purchase pursuant to Sections 4.6, if any4.8 or 4.9 of the Indenture; and (d) all amounts allocable to the Series 2022A-1 Bonds due or to become due from the Company under Sections 4.2(a) and 4.2(b) of the Loan Agreement (collectively, the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Company under the Series 2022A-1 Bonds, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. A Loan Default Event under the Loan Agreement with respect to the Series 2022A-1 Bonds shall constitute an event of default under this Guaranty, and interest on any interest, shall entitle the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent lawful, of as the Notes and all other obligations of the Company to under the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms Loan Agreement. Each of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each Guarantor Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this IndentureLoan Agreement, the absence of any action to enforce the same, any waiver or consent by release of any Holder of the Notes with respect to any provisions hereof or thereofother Guarantor, the recovery of any judgment against the Company, any action to enforce the same same, whether or not this Guaranty is affixed to the Loan Agreement or the Series 2022A-1 Bonds, or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a such 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 this Guarantee will Guaranty shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Guaranteed Obligations. This Guaranty is a guarantee of payment and in this Guaranteenot of collection. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Company or to a Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any a Guarantor, any amount paid by the Company or any a Guarantor to the Trustee or such NoteholderTrustee, this GuaranteeGuaranty, to the extent theretofore theretofor discharged, shall be reinstated in full force and effect as effect, subject to such amount onlySection 7 hereof. Each Guarantor further agrees that, as between each Guarantorit, on the one hand, and the Holders and the Trustee, on the other hand, (xa) subject to the other provisions of this Guaranty, the maturity of the Obligations guaranteed hereby Series 2022A-1 Bonds may be accelerated as provided in Article 6 Section 7.2 of the Loan Agreement for the purposes of this GuaranteeGuaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed herebySeries 2022A-1 Bonds, and (yb) in the event of any acceleration of such obligations the Series 2022A-1 Bonds as provided in Article 6Section 7.2 of the Loan Agreement, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of this GuaranteeGuaranty. 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 unconditionally, jointly and 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, the Note or the obligations of the Company hereunder or thereunder, that: assigns that (i) the principal of and interest on the Notes Loans will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or otherwise otherwise, and interest on the overdue principal, if any, and interest on any interest, if any, to the extent lawful, of the Notes Loans and all other obligations of the Company to the Holders Lenders or the Trustee Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes of the Loans or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.5. Each Guarantor hereby agrees that its Obligations 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesLoans, this Indenture Agreement and in this Guarantee. If any Noteholder Lender or the Trustee Agent is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee Agent or such NoteholderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this 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 acceleration of such obligations as provided in Article 6Section 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note Notes or the obligations of the Company 105 -97- hereunder or thereunder, 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 maturity, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.05. 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. If any Noteholder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor further agrees that, as between each 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 Six for the purposes of this 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 acceleration of such obligations as provided in Article 6Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each The Guarantor hereby unconditionallyunconditionally guarantees (such guarantee to be referred to herein as the "Guarantee"), jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee Buyer and to the Trustee and its successors and assigns, the Note or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on each of the Publishing Notes and the Notes 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 any interest, to the extent lawful, of each of the Publishing Notes and the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder Obligations will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Publishing Notes or the Notes or of any such other 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 or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.3. Each The Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Publishing Notes, the Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder either of the Notes Buyer with respect to any provisions hereof or thereof, the recovery of any judgment against the CompanyCompany or Publishing, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a the Guarantor. Each The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyCompany or Publishing, any right to require a proceeding first against the CompanyCompany or Publishing, protest, notice and all demands whatsoever and covenants that this the Guarantee will not be discharged except by complete performance of the obligations contained in the Publishing Notes, the Notes, this Indenture Agreement and in this the Guarantee. If any Noteholder or the Trustee Buyer is required by any court or otherwise to return to the Company, any the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any the Guarantor, any amount paid by the Company or any the Guarantor to the Trustee or such NoteholderBuyer, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each The Guarantor further agrees that, as between each the Guarantor, on the one hand, and the Holders and the TrusteeBuyer, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 VII for the purposes of this 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 acceleration of such obligations Obligations as provided in Article 6VII, such Obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. (a) Each Guarantor hereby unconditionally, jointly and severally, guarantees as a primary obligor and not as a surety (such guarantee to be referred to herein as the "Guarantee") to each Holder of a Senior Subordinated Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note or Senior Subordinated Notes and the obligations of the Company hereunder or thereunder, including that: (i) the principal of and premium, if any, and interest on the Senior Subordinated Notes 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 any interest, interest to the extent lawful, of the Senior Subordinated Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder (including, without limitation, all redemption obligations under Section 3.07 and all purchase obligations under Section 4.18) will be promptly paid in full or performed, performed all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Senior Subordinated Notes or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.312.05. Each Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Senior Subordinated Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Senior Subordinated Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Senior Subordinated Notes, this Indenture and in this Guarantee. If any Noteholder Securityholder or the Trustee is required by any court or otherwise to return to the Company, Company or any Guarantor, Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderSecurityholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Six, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionallyshall guarantee, jointly and severallysubject to Article Twelve, guarantees to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Note Securities or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes 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 any interest, to the extent lawful, of the Notes Securities and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes Securities or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.311.05. Each Guarantor hereby agrees that its Obligations Guarantor's obligations 107 -99- 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, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each Guarantor hereby waives shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and in this Guarantee. If any Noteholder Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such NoteholderHolder, this Guaranteethe Guarantee (if any), to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor shall further agrees agree that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Seven for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Seven, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

Unconditional Guarantee. Each Guarantor hereby unconditionally, jointly and 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, the Note or the obligations of the Company hereunder or thereunder, that: assigns that (i) the principal of and interest on the Notes Bridge Loan will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe Maturity Date, by acceleration or otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes Bridge Loan and all other obligations of the Company Borrower to the Holders Lenders or the Trustee Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes of the Bridge Loan or of any such other 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, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.310.5. Each Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes Bridge Loan 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, the recovery of any judgment against the CompanyBorrower, any action to enforce the same or any other circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyBorrower, any right to require a proceeding first against the CompanyBorrower, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the NotesBridge Loan, this Indenture Agreement and in this Guarantee. If any Noteholder Lender or the Trustee Agent is required by any court or otherwise to return to the CompanyBorrower, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company Borrower or any Guarantor, any amount paid by the Company Borrower or any Guarantor to the Trustee Agent or such NoteholderLender, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount onlyeffect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders Lenders and the TrusteeAgent, on the other hand, (x) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Section 7 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article 6Section 7, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee. In the event of a disposition of all of the assets or all of the Capital Stock of any Guarantor, by way of sale, merger, consolidation or otherwise, such Guarantor in the event of a disposition of all of the Capital Stock or all of the assets of such Guarantor or the surviving entity (whether or not such Guarantor) in the event of a merger or consolidation will be deemed released and relieved of its obligations under its Guarantee and this Agreement and the Person acquiring or owning the assets or Capital Stock of such Guarantor (if not otherwise required to be a Guarantor pursuant to the provisions of this Section 10.1) will not be required to enter into a Guarantee; provided, in each case, -------- that such transaction is carried out pursuant to and in accordance with Section 6.6, 6.9, 6.13 and 6.14.