Common use of Unconditional Subsidiary Guarantee Clause in Contracts

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damages, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. 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 Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Each Subsidiary Guarantor, if any, herebyGuarantor hereby unconditionally, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis guarantees (such guarantee to be referred to herein as the “Subsidiary Guarantee”) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture Company hereunder or thereunder, that: (ai) the principal of, premium interest and Liquidated Damagespremium, if any, and interest on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at stated maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal of, and (interest on any interest, to the extent permitted by law) interestlawful, and premium, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors Company to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each limitations set forth in Section 8.04. Each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than indefeasable payment in full of the Notes). Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this First Supplemental Indenture and this in the Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Subsidiary Guarantor, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Subsidiary Guarantor, any amount paid by the Issuer Company or such any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof this First Supplemental Indenture for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article VI hereofthis First Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantors Guarantor for the purpose of its the Subsidiary Guarantee. No stockholder, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XIIXI, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this First Supplemental Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damages, if anypremium, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this First Supplemental Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this First Supplemental Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this First Supplemental Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this First Supplemental Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this First Supplemental Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this First Supplemental Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XIIXI, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, member, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, member, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XIIXI, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Second Supplemental Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Second Supplemental Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damages, if anypremium, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Second Supplemental Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Second Supplemental Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Second Supplemental Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Second Supplemental Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Second Supplemental Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Second Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Second Supplemental Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XIIXI, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, member, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, member, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XIIEleven, each of the Guarantors, upon the execution and delivery of a Subsidiary GuarantorGuarantee pursuant to Section 4.15 or 4.21, if any, shall hereby, jointly and severally, unconditionally and irrevocably guaranteesguarantee, on an unsecured senior unsubordinated basis (such guarantees to be referred to herein as the "Subsidiary Guarantees") to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuer Issuers or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder, that: (a) the principal of, premium and Liquidated Damagespremium, if any, and interest on the Notes Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Issuer Issuers or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Issuers to the Holders under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Subsidiary Guarantors under this Indenture hereunder in the same manner and to the same extent as the obligations of the IssuerIssuers. Each of the Guarantors, upon the execution and delivery of a Subsidiary Guarantors Guarantee pursuant to Section 4.15 or 4.21, shall hereby agrees agree that its obligations under this Indenture 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 IssuerIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Guarantors, upon the execution and delivery of a Subsidiary Guarantors Guarantee pursuant to Section 4.15 or 4.21, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the either Issuer, any right to require a proceeding first against the either Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this the Subsidiary GuaranteeGuarantees. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the either Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the such Issuer or such Subsidiary Guarantor, any amount paid by the such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this each Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, upon the execution and delivery of a Subsidiary Guarantor Guarantee pursuant to Section 4.15 or 4.21, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article XIIEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its the Subsidiary GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its the Subsidiary GuaranteeGuarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, partner or incorporator, past, present or future, or of any Subsidiary Guarantor, as such, shall have any personal liability under the such Guarantor's Subsidiary Guarantees Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damages, if anypremium, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. 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 Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, member, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, member, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject Each Subsidiary Guarantor who is or becomes a party to the provisions of this Article XII, each Subsidiary Guarantor, if any, herebyIndenture hereby unconditionally, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder, assigns that: (a) the principal of, premium and Liquidated Damages, if any, of and interest on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, interest on any overdue interest on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors Company to the Holders or the Trustee hereunder or under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationssubject, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewalhowever, whether at maturity, by acceleration or otherwise. 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 Notes, for whatever reason, each limitations set forth in Section 10.04. Each such Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the 72 78 recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the such Subsidiary Guarantors 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 IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this Indenture Indenture, and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Subsidiary Guarantor, any amount paid by the Issuer Company or such a Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof Six for the purposes purpose of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article VI hereofSix, such obligations (whether or not due and payable) shall forthwith forth will become due and payable by the each Subsidiary Guarantors Guarantor for the purpose of its this Subsidiary Guarantee. No stockholder, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Each Subsidiary Guarantor, if any, herebyGuarantor hereby unconditionally, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis guarantees (such guarantee to be referred to herein as the "Subsidiary Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this First Supplemental Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture Company hereunder or thereunder, that: (ai) the principal of, premium interest and Liquidated Damagespremium, if any, and interest on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at stated maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal of, and (interest on any interest, to the extent permitted by law) interestlawful, and premium, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors Company to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall will be promptly paid in full or performedfull, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteedclauses (i) and (ii) above, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each limitations set forth in Section 8.04. Each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this First Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than indefeasable payment in full of the Notes). Each of the Subsidiary Guarantors Guarantor hereby waives the benefit of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its this Subsidiary Guarantee shall will not be discharged except by complete performance of the obligations contained in the Notes, this First Supplemental Indenture and this in the Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Subsidiary Guarantor, or any custodianCustodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Subsidiary Guarantor, any amount paid by the Issuer Company or such any Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect as to such amount only. Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (ax) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof this First Supplemental Indenture for the purposes of its this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (by) in the event of any acceleration of such obligations as provided in Article VI hereofthis First Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the each Subsidiary Guarantors Guarantor for the purpose of its the Subsidiary Guarantee. No stockholder, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guaranteesGuarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damages, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. 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 Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorSubsidiary Guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholdershareholder, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholdershareholder, officer, director, employee, partner or incorporator.

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

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XIIEleven, each of the Guarantors, upon the execution and delivery of a Subsidiary GuarantorGuarantee pursuant to Section 4.15 or 4.21, if any, shall hereby, jointly and severally, unconditionally and irrevocably guaranteesguarantee, on an unsecured a senior subordinated basis (such guarantees to be referred to herein as the "Subsidiary Guarantees") to each Holder of a Note Security --------------------- authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuer Issuers or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder, that: (a) the principal of, premium and Liquidated Damagespremium, if any, and interest on the Notes Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Issuer Issuers or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Issuers to the Holders under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Subsidiary Guarantors under this Indenture hereunder in the same manner and to the same extent as the obligations of the IssuerIssuers. Each of the Guarantors, upon the execution and delivery of a Subsidiary Guarantors Guarantee pursuant to Section 4.15 or 4.21, shall hereby agrees agree that its obligations under this Indenture 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 101 Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Guarantors, upon the execution and delivery of a Subsidiary Guarantors Guarantee pursuant to Section 4.15 or 4.21, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the either Issuer, any right to require a proceeding first against the either Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this the Subsidiary GuaranteeGuarantees. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the either Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the such Issuer or such Subsidiary Guarantor, any amount paid by the such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this each Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, upon the execution and delivery of a Subsidiary Guarantor Guarantee pursuant to Section 4.15 or 4.21, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article XIIEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI Six hereof for the purposes of its the Subsidiary GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its the Subsidiary GuaranteeGuarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, partner or incorporator, past, present or future, or of any Subsidiary Guarantor, as such, shall have any personal liability under the such Guarantor's Subsidiary Guarantees Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XIIXI, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Third Supplemental Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Third Supplemental Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damages, if anypremium, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Third Supplemental Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Third Supplemental Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Third Supplemental Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Third Supplemental Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Third Supplemental Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Third Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Third Supplemental Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XIIXI, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, member, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, member, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to Each of the provisions of this Article XII, each Subsidiary Guarantor, if any, hereby, Guarantors hereby unconditionally jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis severally Guarantees (such Guarantee to be referred to herein as the "Subsidiary Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture Company hereunder or thereunder, that: (ai) the principal ofof and interest on the Notes shall be promptly paid in full when due, premium subject to any applicable grace period, whether at maturity, by acceleration or otherwise and Liquidated Damagesinterest on the overdue principal, if any, and interest on the Notes shall be duly and punctually paid in full when dueany interest, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interestlawful, if any, on of the Notes and all other obligations Obligations of the Issuer or the Subsidiary Guarantors Company to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligationsObligations, the same 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. Failing payment when due of any amount so guaranteedEach Subsidiary Guarantor further agrees that, or failing performance of any as between such Subsidiary Guarantor on one hand, and the Holders and the Trustee on the other obligation hand, (x) the maturity of the Issuer to Obligations Guaranteed hereby may be accelerated as provided in Article Six for the Holders under this Indenture or under the Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations purposes of the Subsidiary Guarantors under this Indenture Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (y) in the same manner event of any acceleration of such Obligations as provided in Article Six, such Obligations (whether or not due and to payable) shall forthwith become due and payable by such Subsidiary Guarantor for the same extent as the obligations purposes of the IssuerSubsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its the Subsidiary Guarantee shall not be discharged except by complete performance of the obligations Obligations contained in the Notes, this Indenture and this in the Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder Noteholder or the Trustee is required by any court or otherwise to return to the Issuer or to Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Subsidiary Guarantor, any amount paid by the Issuer Company or such Subsidiary Guarantor to the Trustee or such HolderNoteholder, this the Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantor further Guarantors hereby agrees that, as between itin the event of default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called for redemption, purchase or otherwise, legal proceedings may be instituted by the one handTrustee on behalf of, and or by, the Holders Holder of Notes and the Trusteesuch Notes, on the other hand, (a) subject to the terms and conditions set forth in this Article XIIIndenture, directly against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantee without first proceeding against the Company. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof Notes, to collect interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantors agree to pay to the Trustee for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect account of the obligations guaranteed herebyHolders, and (b) in upon demand therefor, the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, officer, director, employee, partner or incorporator, past, present or future, Trustee or any Subsidiary Guarantor, as such, shall have any personal liability under of the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner or incorporatorHolders.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably guarantees, on an unsecured senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damagespremium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. 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 Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this its Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this its Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, officer, director, employee, partner or incorporator, past, present or future, or any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner or incorporator.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XII, each Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and irrevocably fully guarantees, on an unsecured a senior basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium and Liquidated Damagespremium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. 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 Notes, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Subsidiary Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer. Each of the Subsidiary Guarantors hereby agrees that its obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular Note, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and this Subsidiary Guarantee. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its Subsidiary Guarantee. No stockholder, officer, director, employee, partner partner, incorporator, member, manager or incorporatortrustee, past, present or future, or of any Subsidiary Guarantor, as such, shall have any personal liability under the Subsidiary Guarantees by reason of his, her or its status as such stockholder, officer, director, employee, partner partner, incorporator, member, manager or incorporatortrustee.

Unconditional Subsidiary Guarantee. Subject to the provisions of this Article XIIEleven, each of the Guarantors, upon the execution and delivery of a Subsidiary GuarantorGuarantee pursuant to Section 4.15 or 4.21, if any, shall hereby, jointly and severally, unconditionally and irrevocably guaranteesguarantee, on an unsecured senior unsubordinated basis (such guarantees to be referred to herein as the "Subsidiary Guarantees") to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuer Issuers or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder, that: (a) the principal of, premium and Liquidated Damagespremium, if any, and interest on the Notes Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes Securities and all other obligations of the Issuer Issuers or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing 100 performance of any other obligation of the Issuer Issuers to the Holders under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Subsidiary Guarantors under this Indenture hereunder in the same manner and to the same extent as the obligations of the IssuerIssuers. Each of the Guarantors, upon the execution and delivery of a Subsidiary Guarantors Guarantee pursuant to Section 4.15 or 4.21, shall hereby agrees agree that its obligations under this Indenture 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 IssuerIssuers, any action to enforce the same, whether or not a Subsidiary Guarantee is affixed to any particular NoteSecurity, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each of the Guarantors, upon the execution and delivery of a Subsidiary Guarantors Guarantee pursuant to Section 4.15 or 4.21, shall hereby waives waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the either Issuer, any right to require a proceeding first against the either Issuer, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the NotesSecurities, this Indenture and this the Subsidiary GuaranteeGuarantees. Each Subsidiary Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the either Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the such Issuer or such Subsidiary Guarantor, any amount paid by the such Issuer or such Subsidiary Guarantor to the Trustee or such Holder, this each Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor, upon the execution and delivery of a Subsidiary Guarantor Guarantee pursuant to Section 4.15 or 4.21, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Notes Securities and the Trustee, on the other hand, (a) subject to this Article XIIEleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of its the Subsidiary GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of its the Subsidiary GuaranteeGuarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, partner or incorporator, past, present or future, or of any Subsidiary Guarantor, as such, shall have any personal liability under the such Guarantor's Subsidiary Guarantees Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee, partner or incorporator.. 101