Common use of Unconditional Guarantee Clause in Contracts

Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, this Indenture or any Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This 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 Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by 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 (a) Notwithstanding any provision of this Article to the contrary, the provisions of this Article shall be applicable only to, and inure solely to the benefit of, the Debt Securities of any series designated, pursuant to Section 3.01, as entitled to the benefits of the Guarantee of each of the Guarantors. (b) For value received, each of the Guarantors herebyhereby fully, jointly unconditionally and severally and unconditionally guarantees, on a senior secured basis absolutely guarantees (such guarantee to be referred to herein as a the “Guarantee”) to each Holder the Holders of a Security authenticated and delivered by the Trustee such series of Debt Securities and to the Trustee the due and Collateral Agent and their respective successors and assigns that: (a) punctual payment of the principal of of, and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturitypremium, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwiseif any, and interest on the overdue principal Debt Securities and (to all other amounts due and payable under this Indenture and the extent permitted Debt Securities by law) interestthe Company, when and as such principal, premium, if any, on and interest shall become due and payable, whether at the Securities and all other Obligations stated maturity or by declaration of the Issuer acceleration, call for redemption or otherwise, according to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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 renewalDebt Securities and this Indenture, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. 18.03. (c) Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer guaranteed pursuant to the Holders under this Indenture, under the Securities or any Security DocumentGuarantee, for whatever reason, each Guarantor shall of the Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event The obligations of Default each Guarantor under its Guarantee pursuant to this Article Eighteen are expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Guarantor Indebtedness of such Guarantor, in each case on the same basis as the indebtedness of the Company represented by the Debt Securities; and the payment of the principal of (and premium, if any) and interest on the Debt Securities is subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. For the purpose of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any Guarantor only at such times as they may receive and/or retain payments and distributions in respect of the Debt Securities pursuant to this Indenture, the Securities or any Security Document 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 Issuerincluding Article Sixteen hereof. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditionalfull, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Debt Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Debt Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany or any other Guarantor, or any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance circumstances which might otherwise constitute a legal or equitable discharge or defense of a Guarantorthe Guarantors. Each of the Guarantors hereby waives agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Debt Securities, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 5.07, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. (d) The obligations of each of the Guarantors under this Article shall be as aforesaid full, unconditional and absolute and shall not be impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the Company or any of the Guarantors contained in the Debt Securities or this Indenture, (B) any impairment, modification, release or limitation of the liability of the Company, any of the Guarantors or either of their estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, or other statute or from the decision of any court, (C) the assertion or exercise by the Company, any of the Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Company or any of the Guarantors under this Indenture, (E) the extension of the time for payment by the Company or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Company or any of the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Company or any of the Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Company or any of the Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Company or any of the Guarantors from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. (e) Each of the Guarantors hereby (A) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the IssuerCompany or any of the Guarantors, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever whatsoever, (B) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (C) covenants that its the Guarantee shall will not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee Each of the Guarantors further agrees that if at any time all or any part of any payment and not of collection. If any Holder or the Trustee is required theretofore applied by any court or otherwise to return Person to the Issuer or to any GuarantorGuarantee is, or must be, rescinded or returned for any custodianreason whatsoever, trusteeincluding without limitation, liquidator the insolvency, bankruptcy or other similar official acting in relation to reorganization of the Issuer Company or such Guarantorany of the Guarantors, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this GuaranteeGuarantee shall, to the extent theretofore dischargedthat such payment is or must be rescinded or returned, shall be reinstated deemed to have continued in full force and effect. Each Guarantor further agrees that, as between it, on the one handexistence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. (f) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture, provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the Debt Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by 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, Guarantee shall have any personal liability under this Guarantee by reason of his, her been paid in full 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 GAAPdischarged.

Unconditional Guarantee. Each Subsidiary Guarantor, if any, hereby unconditionally guarantees in accordance with the provisions of the Guarantors herebySection 4.11, jointly and severally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, the Securities that: (ai) the principal of of, premium, if any, and interest on the Securities shall will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest, to the extent lawful, of the Securities and all other Obligations of the Issuer to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities or any of such other ObligationsSecurities, 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, subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 Issuer10.03. Each of the Guarantors Subsidiary Guarantor, if any, hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, any and action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each of the Guarantors Subsidiary Guarantor, if any, 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 IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and this in its Subsidiary Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder Securityholder or the Trustee is required by any court or otherwise to return to the Issuer or to Issuers, any Guarantor, Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Issuers or any such Subsidiary Guarantor, any amount paid by the Issuer Issuers or any such Subsidiary Guarantor to the Trustee or such HolderSecurityholder, this Guarantee, each Subsidiary Guarantee to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor further agrees that, as between itit and all other Subsidiary Guarantors, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this Guarantee, a Subsidiary Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary 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 GAAPSubsidiary Guarantees.

Unconditional Guarantee. Each Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally severally, unconditionally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and Collateral Agent the other Noteholder Secured Parties and their respective successors and assigns thatassigns, irrespective of the validity and enforceability of this Indenture, the Notes, the other Note Documents or the obligations of the Issuer or any other Guarantors to the Holders or the Trustee or the other Noteholder Secured Parties hereunder or thereunder: (a) (x) the due and punctual payment of the principal of of, premium, if any, and interest on the Securities Notes when and as the same shall be promptly paid in full when become due (subject to any applicable grace periods) and payable, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating theretoupon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities Notes and (z) the due and punctual payment and performance of all other obligations of the Issuer and all other Obligations obligations of the Issuer other Guarantors (including under the Note Guarantees) under the Note Documents, in each case, to the Holders, the Trustee or the Collateral Agent other Noteholder Secured Parties hereunder or thereunder (including amounts due the Trustee or the Noteholder Collateral Agent under Section 7.07 or Section 10.13, respectively, hereof) and all other Obligations shall be promptly paid in full or performed), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Securities Notes or any of such other Obligationsobligations, the same shall 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 maturity, upon redemption or repurchase, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities Notes or any Security Documentunder the other Note Documents, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of A Default under this Indenture, the Securities Notes or any Security Document the other Note Documents shall constitute an event of default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Securities Notes to accelerate the Obligations obligations of the Guarantors hereunder thereunder in the same manner and to the same extent as the Obligations obligations of the Issuer. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the SecuritiesNotes, this Indenture or any Security Documentthe Note Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular SecurityNote, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each To the fullest extent permitted by law, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture and this GuaranteeNote Guarantee and the other Note Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee or the Noteholder Collateral Agent is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities Notes and the TrusteeTrustee and the Noteholder Collateral Agent, on the other hand, (a) subject to this Article Eleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. No stockholder, officer, director, employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.

Unconditional Guarantee. Each Subject to the provisions of this Article Eleven, each of the Guarantors Guarantors, shall hereby, jointly and severally severally, unconditionally and unconditionally guaranteesirrevocably guarantee, on a senior secured subordinated basis (such guarantee guarantees to be referred to herein as a the “GuaranteeGuarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Issuers or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Securities shall be promptly duly and punctually paid in full when due (subject to any applicable grace periods) due, 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 permitted by law) interest, if any, on the Securities and all other Obligations obligations of the Issuer Issuers or the Guarantors to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 7.7 hereof) and all other Obligations 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 Securities or 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Issuers to the Holders under this Indenture, Indenture or under the Securities or any Security DocumentSecurities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, Indenture or the Securities or any Security Document shall constitute an event of default under this Guaranteethe Guarantees, and shall entitle the Holders of Securities to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerIssuers. Each of the Guarantors Guarantors, shall hereby agrees agree that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerIssuers, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors 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 IssuerIssuers, any right to require a proceeding first against the IssuerIssuers, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and this Guaranteethe Guarantees. This Each Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer Issuers or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer such Issuers or such Guarantor, any amount paid by the Issuer such Issuers or such Guarantor to the Trustee or such Holder, this each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor Guarantor, shall hereby further agrees agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Guaranteethe Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guaranteethe Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this such Guarantor’s Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or 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 The obligations of each Guarantor (other than to the Company)Holders of the Securities and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, determined to the extent and in accordance with GAAPthe manner provided in Article Twelve.

Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns that: (a) the principal of of, premium, if any, and interest on the Securities (and any Additional 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 permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer Company to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, otherwise subject, however, in the case of (ai) and (bii) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture, Indenture or under the Securities or any Security DocumentSecurities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, Indenture or the Securities or any Security Document 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 IssuerCompany. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of 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, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall 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)Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor, upon execution and delivery of the Guarantors herebya supplemental indenture pursuant to Section 10.10, hereby fully and unconditionally guarantees, jointly and severally and unconditionally guaranteeswith each other Subsidiary Guarantor, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) if any, to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture or the Notes or the obligations of the Subsidiary Guarantors under this Indenture or the Notes that: (ai) the principal of and premium (if any) and interest and Liquidated Damages (if any) on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest (if any) to the extent lawful, on the Securities Notes and all other Obligations obligations of the Issuer Company to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities Notes or of any of such other Obligationsobligations, 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, subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 Issuer10.4. Each of the Guarantors Subsidiary Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Securities, Notes or this Indenture or any Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a GuarantorIndenture. Each of the Guarantors Subsidiary 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 Subsidiary Guarantee shall will not be discharged (except to the extent released pursuant to Section 10.9) except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture and this in its Subsidiary Guarantee. This 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 any Subsidiary Guarantor to the Trustee or such Holder, this each Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect (except to the extent released pursuant to Section 10.9). Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or 92 not due and payable) shall forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of this its Subsidiary 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 of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective successors and assigns that: (a) The Grantor does hereby irrevocably and unconditionally guarantee the principal due and punctual payment and performance by Silicon Gaming, Inc. of its obligations to the Secured Party under, and interest on in connection with, the Securities shall be promptly paid Purchase Agreements, including, but not limited to (i) all liabilities and obligations and Indebtedness, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of Silicon Gaming, Inc. to the Secured Party, now or hereafter owing or incurred (including, without limitation, all obligations of Silicon Gaming, Inc. under the (A) Senior Notes and (B) New Notes (each as defined in the 1999 Purchase Agreement); and (ii) the performance of all other agreements, covenants and conditions of Silicon Gaming, Inc. set forth in the Purchase Agreements and all documents, instruments and other agreements executed in connection therewith. The responsibilities and obligations of the Grantor to the Secured Party described above are hereinafter referred to collectively as the "Guaranteed Obligations." (b) This Guaranty is an absolute, unconditional and continuing guaranty of the full when due (subject and punctual performance by Silicon Gaming, Inc. of the Guaranteed Obligations and not of collectibility of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Secured Party first attempt to collect any of the Guaranteed Obligations from Silicon Gaming, Inc. or resort to any applicable grace periods) whether at maturitysecurity or other means of obtaining payment of any of the Guaranteed Obligations which the Secured Party now has or may acquire after the date hereof, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇or upon any contingency whatsoever. Upon any default by Silicon Gaming, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Inc. in the full and punctual payment and performance of any of the Guaranteed Obligations, the liabilities and obligations of the Grantor hereunder shall, at the option of Holders pursuant to the provisions of the Securities relating theretoSecured Party, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, this Indenture or any Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This 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 Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall become forthwith become due and payable to the Secured Party without demand or notice of any nature, all of which are expressly waived by 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 GAAPGrantor.

Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally and The Guarantor hereby unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) guarantees to each Holder holder of a Security of each series authenticated and delivered by the Trustee Trustee, the due and to punctual payment of the Trustee Principal of (including any amount in respect of original issue discount), and Collateral Agent and their respective successors and assigns that: interest (a) including, in the principal event the Company defaults on a payment of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturitySecurities, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and defaulted interest on the overdue principal and plus (to the extent permitted by lawlawful) any interest payable on the defaulted interest), if any (together with any additional amounts payable pursuant to the terms of such Security), on such Security and the due and punctual payment of the sinking fund payments, if any, and analogous obligations, if any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise according to the terms of such Security and of this Indenture. In case of default by the Company in the payment of any such principal (including any amount in respect of original issue discount), interest (including, in the event the Company defaults on a payment of interest on the Securities and all other Obligations of the Issuer Securities, defaulted interest plus (to the Holdersextent lawful) any interest payable on the defaulted interest, together with any additional amounts payable pursuant to the terms of such Security), sinking fund payment, or analogous obligation, the Trustee or Guarantor agrees duly and punctually to pay the Collateral Agent same. The Guarantor hereby agrees that its obligations hereunder or thereunder (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 absolute and thereof; and (b) in case unconditional irrespective of any extension of the time of for payment or renewal of any Securities or such Security, 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due modification of any amount so guaranteedsuch Security, any invalidity, irregularity or failing performance unenforceability of any other obligation of the Issuer to the Holders under such Security or this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, this Indenture or any Security Document, the absence of any action failure to enforce the samesame or any waiver, any waiver modification or consent by any Holder of indulgence granted to the Securities Company with respect to any provisions hereof thereto by the holder of such Security or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular SecurityTrustee, or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each of the Guarantors The Guarantor hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuerCompany, any right to require a demand or proceeding first against the IssuerCompany, protest, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that its Guarantee this guarantee will not be discharged as to any such Security except by payment in full of the Principal of (including any amount payable in respect of original issue discount), and interest (including, in the event the Company defaults on a payment of interest on the Securities, defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest), if any (together with any additional amounts payable pursuant to the terms of such Security), thereon, either pursuant to Section 9.01 or Section 9.02 or otherwise. Upon making any payment hereunder, the Guarantor shall be subrogated to the rights of a Holder against the Company with respect to such payment; provided that the Guarantor shall not enforce any payment by way of subrogation until all amounts of Principal of and interest on the Securities and all other amounts payable by the Company under this Indenture have been paid in full. The guarantee set forth in this Section shall not be discharged except by complete performance valid or become obligatory for any purpose with respect to a Security of any series until the Obligations contained in the Securities, this Indenture and this Guarantee. This 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 Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid Security shall have been authenticated by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by 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 Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally severally, unconditionally and unconditionally irrevocably guarantees, on a senior secured subordinated basis (such guarantee guarantees to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and --------- delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of of, premium, -107- if any, and interest on the Securities shall be promptly duly and punctually paid in full when due (subject to any applicable grace periods) due, 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 permitted by law) interest, if any, on the Securities and all other Obligations obligations of the Issuer Company or the Guarantors to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations 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 Securities or 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture, Indenture or under the Securities or any Security DocumentSecurities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, Indenture or the Securities or any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency -108- 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 Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and this Guarantee. This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof 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 (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of 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, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall 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)Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subject to the provisions of this Article Ten, each of the Guarantors hereby, jointly and severally severally, unconditionally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) irrevocably guarantees to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and Collateral Agent Trustee and their respective successors and assigns thatassigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Security Documents or the obligations of the Co-Issuers to the Holders, the Trustee or Collateral Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of of, premium, if any, and interest interest, on the Securities Notes when and as the same shall be promptly paid in full when become due (subject to any applicable grace periods) and payable, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating theretoupon redemption or repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the extent permitted by law) interest, if any, interest on the Securities Notes and (z) the due and punctual payment and performance of all other Obligations obligations of the Issuer Co-Issuers, in each case, to the Holders, the Trustee or the Collateral Agent Trustee hereunder or thereunder (including amounts due the Trustee and Collateral Trustee under Section Sections 7.07 hereof) and all other Obligations shall be promptly paid in full or performed11.16), all in accordance with the terms hereof and thereofthereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Securities Notes or any of such other Obligationsobligations, the same shall be promptly paid in full when due or performed and punctual payment and performance of the Guarantee Obligations in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, upon redemption or repurchase, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Co-Issuers to the Holders under this Indenture, under the Securities Notes or any the Security DocumentDocuments, 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, the Securities Notes or any the Security Document Documents shall constitute an event Event of default Default under this Guaranteethe Note Guarantees, and shall entitle the Holders of Securities to accelerate the Obligations obligations of the Guarantors hereunder thereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCo-Issuers. Each of the Guarantors hereby agrees that (to the extent permitted by law) its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the SecuritiesNotes, this Indenture or any the Security DocumentDocuments, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCo-Issuers, any action to enforce the same, whether or not a Notation of Guarantee is affixed to any particular SecurityNote, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a GuarantorGuarantor (other than payment). Each To the fullest extent permitted by law and subject to Section 6.06, each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCo-Issuers, any right to require a proceeding first against the IssuerCo-Issuers, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture Indenture, this Note Guarantee and this Guaranteethe Security Documents. This Note Guarantee is a guarantee of payment and not of collection. If any Holder Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the any Co-Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the such Co-Issuer or such Guarantor, any amount paid by the such Co-Issuer or such Guarantor to the Trustee, Collateral Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities Holders, the Trustee and the Collateral Trustee, on the other hand, (a) subject to this Article Ten, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofSix, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note 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. (a) Each of the Guarantors hereby, Guarantor hereby jointly and severally severally, fully and unconditionally guaranteesguarantees (each, on a senior secured basis (such guarantee to be referred to herein together with the XL-Cayman Guarantees and the Parent Guarantees, each as defined below, a “Guarantee”) to each Holder the Holders of a Security authenticated the Purchase Contracts (i) all payments on the Purchase Contracts when due and delivered by the Trustee and to the Trustee and Collateral Agent and their respective successors and assigns that: (aii) the principal performance of XL-Switzerland’s obligation to deposit with the Agent one or more certificates representing validly issued, fully paid and interest on non-assessable newly issued Parent Ordinary Shares (herein, the Securities shall be promptly paid “deposit of shares”) upon payment in full when due of the Purchase Price for such Parent Ordinary Shares (subject to any applicable grace periods) whether at maturitytogether with the XL-Cayman Obligations and the Parent Obligations, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇each as defined below, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to “Obligations”), each in accordance with the provisions of the Securities relating theretoPurchase Contracts and the Purchase Contract Agreement, by acceleration or otherwiseeach as amended and supplemented hereby, and interest on the overdue principal and as provided below. (b) In addition to the extent permitted by lawGuarantees described in Section 7.1(a) interestherein, if anyXL-Cayman also hereby fully and unconditionally guarantees (each, on an “XL-Cayman Guarantee”) to the Securities and Holders of the Purchase Contracts the performance of all other Obligations obligations of XL-Switzerland under the Issuer to Purchase Contract (the Holders“XL-Cayman Obligations”), the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or performed, all each in accordance with the terms hereof provisions of the Purchase Contracts and thereof; the Purchase Contract Agreement, each as amended and supplemented hereby, as provided below. (bc) In addition to the Guarantees described in case Section 7.1(a) herein, the Parent also hereby fully and unconditionally guarantees (each, a “Parent Guarantee”) the XL-Cayman Obligations described in Section 7.1(b) herein (the “Parent Obligations”). (d) Each Guarantor hereby waives notice of acceptance of the applicable Guarantee and of default of performance by XL-Switzerland, and hereby agrees that payment or the performance of any Obligation, including, but not limited to, the deposit of shares, as applicable, under the Guarantees shall be subject to no condition other than the giving of a written request for payment or performance, as applicable, in the manner provided in Section 1.5 of the Purchase Contract Agreement, as amended and supplemented by Section 6.1 of this Supplemental Agreement. Each Guarantee is a guarantee of payment or performance, as applicable, and not of collection. (e) The obligations of the Guarantors under the Guarantees shall in no way be impaired by: (i) any extension, amendment, modification or renewal of the Purchase Contracts or the Purchase Contract Agreement or this Supplemental Agreement; (ii) any waiver of any default, extension of time or failure to enforce any of the provisions of the Purchase Contracts, the Purchase Contract Agreement or this Supplemental Agreement; or (iii) any extension, moratorium or other relief granted to XL-Switzerland, as applicable, pursuant to any applicable law or statute. (f) The Guarantors shall jointly and severally be obligated to make payment or renewal perform, as applicable, under the Guarantees, for the benefit of any Securities the Holders of the Purchase Contracts, in the same manner in which XL-Switzerland is obligated to make payments on the Purchase Contracts or any of such other Obligationsperform under the Purchase Contract Agreement, as amended and supplemented hereby, as applicable. (g) Subject to clause (f) below, the same shall Guarantors hereby agree that: (i) the Purchase Contracts will be promptly paid in full when due or and performed under, as applicable, strictly in accordance with the terms of the extension or renewalPurchase Contracts and the Purchase Contract Agreement, subject to any applicable grace periodeach as amended and supplemented hereby, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation regardless of the Issuer to the Holders under this Indenturevalue, under the Securities or any Security Documentgenuineness, 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, the Securities or any Security Document 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 of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the SecuritiesPurchase Contracts and the Purchase Contract Agreement, this Indenture and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent with respect thereto, to the fullest extent permitted by law; and (ii) the joint and several liability of each Guarantor to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim, or recoupment whatsoever (all of which are hereby expressly waived by each Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to such Guarantor or otherwise, whether based upon any obligations or any Security Documentother agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (A) any lack of validity or enforceability of any agreement or instrument relating to the Purchase Contracts; (B) any change in the time, manner or place of payment or performance, as applicable, under, or in any other term in respect of, all or any of the Purchase Contracts, or any other amendment or waiver of or consent to any departure from any other agreement relating to the Purchase Contracts; (C) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Purchase Contracts; (D) any other circumstance that might otherwise constitute a defense available to, or a discharge of, XL-Switzerland in respect of the Purchase Contracts; (E) the absence of any action to enforce on the same, any waiver or consent by any Holder part of the Securities with Agent to obtain payment or performance, as applicable, under the Purchase Contracts or the Purchase Contract Agreement from XL-Switzerland; (F) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of or in respect to of XL-Switzerland, including, without limitation, rejection of the Purchase Contracts in such bankruptcy; or (G) the absence of notice or any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, delay in any action to enforce any provision of the samePurchase Contracts or the Purchase Contract Agreement or to exercise any right or remedy against a Guarantor or XL-Switzerland, whether under the Purchase Contract Agreement, the Purchase Contracts or not any agreement or any indulgence, compromise or extension granted. (h) Notwithstanding anything to the contrary in the Guarantees, no Guarantor waives any defense that would be available to XL-Switzerland based on a Guarantee is affixed to any particular Securitybreach, default or misrepresentation by the Agent, or failure of any other circumstance which might otherwise constitute a legal condition to XL-Switzerland’s obligations under the Purchase Contract Agreement or equitable discharge or defense the illegality of a Guarantor. Each any provision 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 Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This 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 Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Purchase Contract Agreement. (i) Each Guarantor further agrees that, as between it, on to the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 extent that XL-Switzerland 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 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by 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 payments to, or a deposit or deposits of shares with, the Agent, which payment or payments or deposit or deposits or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or repaid or returned to XL-Switzerland or the Guarantor or their respective estate, trustee, receiver or any other party under its any bankruptcy laws, state or federal law, common law or equitable cause, then to the extent of such payment, repayment, deposit or return, the Guarantee will and the advances or part thereof which have been paid, deposited, reduced or satisfied by such amount shall be entitled to a contribution from each other Guarantor reinstated and continued in an amount pro ratafull force and effect as of the date such initial payment, based on the net assets of each Guarantor (other than the Company)deposit, determined in accordance with GAAPreduction or satisfaction occurred.

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

Unconditional Guarantee. Each Subject to the provisions of this Article Fourteen, each Guarantor upon becoming a Guarantor in accordance with the Guarantors herebyprovisions of Section 10.18 or otherwise, jointly and severally unconditionally and unconditionally guarantees, on a senior secured basis irrevocably guarantee (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Securities (and any Additional Amounts payable thereon) shall be promptly duly and punctually paid in full when due (subject to any applicable grace periods) due, 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 permitted by law) interest, if any, on the Securities and all other Obligations obligations of the Issuer Company or the Guarantors to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 6.07 hereof) and all other Indenture 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 Securities or any of such other Indenture Obligations, 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 maturityStated Maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture, under the Securities or any Security DocumentHolders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, Indenture or the Securities or any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany. Each of Guarantor agrees, to the Guarantors hereby agrees fullest extent permitted by applicable law, that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each of Guarantor waives, to the Guarantors hereby waives fullest extent permitted by applicable law, 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 covenant, that its Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and this its Guarantee. This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect, to the fullest extent permitted by applicable law. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Fourteen, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof 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 (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 Five hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should -168- the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of 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, agent employee or incorporator. Each Guarantor (other than shall have the Company) that makes a payment or distribution under its Guarantee will be entitled right to a seek contribution from each any other Guarantor in an amount pro rata, based on so long as the net assets exercise of each Guarantor (other than such right does not impair the Company), determined in accordance with GAAPrights of the Holders under this Guarantee.

Unconditional Guarantee. Each Subject to the provisions of this Article Eleven, each of the Guarantors hereby, jointly and severally severally, unconditionally and unconditionally irrevocably guarantees, on a senior secured basis basis, except as described in Section 6.12, (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder, that: (a) the principal of of, premium, if any, and interest on the Securities shall be promptly duly and punctually paid in full when due (subject to any applicable grace periods) due, 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 permitted by law) interest, if any, on the Securities and all other Obligations obligations of the Issuer Company or the Guarantors to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations 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 Securities or 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 maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture, Indenture or under the Securities or any Security DocumentSecurities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, Indenture or the Securities or any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations obligations of the IssuerCompany. Each of the Guarantors hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and this Guarantee. This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Six hereof for the purposes of this Guarantee, notwithstanding any stay, injunction in- junction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (b) in the event of any acceleration of such Obligations obligations as provided in Article 6 Six hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of 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, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall be entitled to a contribution from each other Guarantor in an amount pro rata, rata based on the net assets of each Guarantor (other than the Company)Guarantor, determined in accordance with GAAP.

Unconditional Guarantee. Each Subsidiary Guarantor, upon execution and delivery of the Guarantors herebya supplemental indenture pursuant to Section 10.10, hereby fully and unconditionally guarantees, jointly and severally and unconditionally guaranteeswith each other Subsidiary Guarantor, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) if any, to each Holder of a Security Note authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture or the Notes or the obligations of the Subsidiary Guarantors under this Indenture or the Notes that: (ai) the principal of and premium (if any) and interest and Liquidated Damages (if any) on the Securities shall Notes will be promptly paid in full when due (due, subject to any applicable grace periods) period, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, otherwise and interest on the overdue principal and (to the extent permitted by law) interestprincipal, if any, and interest on any interest (if any) to the extent lawful, on the Securities Notes and all other Obligations obligations of the Issuer Company to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Securities Notes or of any of such other Obligationsobligations, 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, subject, however, in the case of clauses (ai) and (bii) above, to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 Issuer10.4. Each of the Guarantors Subsidiary Guarantor hereby agrees that its Obligations obligations hereunder shall be unconditional, irrespective of the validity, regularity validity or enforceability of the Securities, Notes or this Indenture or any Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a GuarantorIndenture. Each of the Guarantors Subsidiary 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 Subsidiary Guarantee shall will not be discharged (except to the extent released pursuant to Section 10.9) except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this Indenture and this in its Subsidiary Guarantee. This 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 any Subsidiary Guarantor to the Trustee or such Holder, this each Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect (except to the extent released pursuant to Section 10.9). Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofVI, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of this its Subsidiary 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 of the Guarantors herebySubsidiary Guarantor hereby unconditionally, jointly and severally and unconditionally guaranteesseverally, on a senior secured basis guarantees (each such guarantee to be being referred to herein as a “this "Subsidiary Guarantee”," with all such guarantees being referred to herein as the "Subsidiary Guarantees") to each Holder of a Security Securities authenticated and delivered by the Trustee of each series to which this Article XII has been made applicable as provided in Section 2.1(20), and to the Trustee and Collateral Agent and their respective its successors and assigns assigns, the full and prompt performance of the Company's obligations under this Indenture and the Securities and that: : (a) the principal of (and premium, if any, on) and interest on the Securities shall will be promptly paid in full when due (subject to any applicable grace periods) due, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇by acceleration, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration redemption or otherwise, and interest on the overdue principal of and (to interest on the extent permitted by law) interestSecurities, if any, on to the Securities extent lawful, and all other Obligations obligations of the Issuer Company to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b) in case of any extension of time of payment or renewal of any Securities or of any of such other Obligationsobligations, 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 maturityStated Maturity, by acceleration or otherwise, ; subject, however, in the case of clauses (a) and (b) above, to the limitations set forth in Section 10.0412.4 hereof. 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, under the Securities guaranteed or any Security Document, performance so guaranteed for whatever reason, each Guarantor shall the Subsidiary Guarantors will be jointly and severally obligated to pay, or to perform or cause the performance of, pay the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 of the Guarantors Subsidiary Guarantor hereby agrees that its Obligations obligations hereunder shall shall, to the extent permitted by law, be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each of Subsidiary Guarantor hereby waives, to the Guarantors hereby waives the benefit of extent permitted by law, 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 Subsidiary Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the Securities, this Indenture and in this Subsidiary Guarantee. This 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 any 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 agrees it shall not be entitled to enforce any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between iteach Subsidiary Guarantor, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 IV hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations obligations guaranteed hereby, and (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 IV hereof, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Subsidiary Guarantor for the purpose of this Subsidiary 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 of the Guarantors hereby, Guarantor hereby unconditionally jointly and severally and unconditionally guarantees, on a senior secured basis (such guarantee to be referred to herein as a “Guarantee”) to guarantees for the benefit of each Holder of a Security authenticated the full and delivered by the Trustee and to the Trustee and Collateral Agent and their respective successors and assigns that: (a) the principal of and interest on the Securities shall be promptly paid in full prompt payment when due (subject to any applicable grace periods) due, whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating theretomaturity 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, on demand and in immediately available funds, the full amount of the 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 incurred by any Holder in: (i) enforcing or defending such Person's rights under or in respect of this Agreement, the Notes and any other Note Document and (ii) in collecting all or any part of the Obligations of the Issuers or the Guarantors and (b) interest on (i) the overdue principal and Obligations of the Issuers which do not constitute interest, (ii) to the extent permitted by applicable law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the Obligations of the Guarantors Issuers which constitute interest, and (iii) the expenses described in clause (a) above, from the date of ---------- demand hereunder until paid in full at the same manner and to the same extent as the Obligations of the IssuerDefault Rate. Each of the Guarantors 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 of the Securities, this Indenture or any Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or ----------- payment and is not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not guaranty of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by 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 The Company shall cause each of the Guarantors hereby, jointly Company’s current and severally future domestic Subsidiaries that is a borrower or guarantor under (1) the Credit Agreement or (2) any credit agreement that replaces or refinances the Credit Agreement and under which the Company may borrow not less than $50.0 million (each a “Guarantor”) to enter into a Guarantee contemporaneously with the satisfaction by such domestic Subsidiary of the conditions of either clause (1) or clause (2) of this sentence. Each Guarantor hereby unconditionally guarantees, on a senior secured basis guarantees (such guarantee to be is referred to herein as a “"Guarantee”) "), jointly and severally, to each Holder of a Security authenticated and delivered by the Trustee Note and to the Trustee and Collateral Agent and their respective successors and assigns that: (a) Trustee, the principal of and interest on the Securities shall be promptly paid in full prompt payment when due (subject to any applicable grace periods) whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise) at the place and in the manner provided in the terms of the Notes and in the Indenture of: (i) the principal of, and interest on the overdue principal and (to the extent permitted by law) premium, if any, interest, if any, and additional amounts required by the Notes, if any, on each of the Securities Notes at the respective times provided in the terms of the Notes and in the Indenture, whether at maturity, by acceleration or otherwise and whether any such amounts are allowed or allowable in any bankruptcy or insolvency of the Company, (ii) interest on any overdue amounts specified in the terms of the Notes and in the Indenture, and (iii) all other Obligations of amounts payable by the Issuer Company under the Indenture or under the Notes including, without limitation, amounts payable to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee Holders under Section 7.07 hereof) 6.6 and all other Obligations shall be promptly paid in full or performedArticle Five of the Indenture, all in accordance with the terms hereof and thereof; the terms of the Notes, subject, however, in the case of clauses (i), (ii) and (biii) above, to the limitations set forth in this Section 2.9. In case of any extension of time of payment or renewal of any Securities Notes or of any of such other Obligationspayment obligations, the same shall be each Guarantor hereby agrees to pay promptly paid such Notes 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 . This is a guarantee of (a) payment and (b) to the limitations set forth in Section 10.04. Failing payment when due not of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 Issuercollection. Each of the Guarantors Guarantor hereby agrees that its Obligations obligations hereunder shall be absolutely unconditional, irrespective of the any lack of validity, regularity or enforceability of the SecuritiesNotes or the Indenture, this Indenture or any Security Document, the absence of any action failure to enforce the same, any waiver or consent to the Company with respect thereto by any Holder of or the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular SecurityTrustee, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each of the 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 this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this the Indenture and in this Guarantee. This 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 9091443 06121973 Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Guarantor, any amount paid by the Issuer Company or such any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five of the 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 (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofFive of the Indenture, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Guarantor 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 of the Guarantors hereby, jointly and severally and Guarantor does hereby unconditionally guarantees, on a senior secured basis (such guarantee to Secured Party, without offset or deduction, (a) the prompt payment when due, whether by acceleration or otherwise, of all amounts payable by Debtor pursuant to (i) the Loan and Security Agreement (including all supplements and amendments thereto and all exhibits and schedules now or hereafter attached thereto and made a part thereof), (ii) the Secured Term Note A dated February 6, 1997 ("TERM NOTE A") in the original principal amount of $557,768.14 extended by Debtor for the benefit of Secured Party, (iii) Secured Term Note B dated February 6 , 1997 ("TERM NOTE B") in the original principal amount of $7,006,152.04 extended by Debtor for the benefit of Secured Party (collectively, Term Note A and Term Note B may be referred to as the "NOTES"), and (iv) all agreements, instruments and documents delivered or to be delivered by Debtor pursuant to the Loan and Security Agreement and/or the Notes (collectively, the Loan and Security Agreement, the Notes and such other agreements, instruments and documents may be referred to herein as a “Guarantee”) to each Holder of a Security authenticated and delivered by the Trustee and to "TRANSACTION DOCUMENTS"), the Trustee and Collateral Agent and their respective successors and assigns that: guarantee under this clause (a) the principal of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, the Securities or any Security Document 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 of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, this Indenture or any Security Document, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is 1 constituting 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 Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) the punctual and faithful performance by Debtor of each and every duty, agreement, covenant and obligation of Debtor under and in accordance with the terms of the Transaction Documents and all other obligations of Debtor to Secured Party. Guarantor does hereby agree that in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether Debtor does not or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent is unable to pay 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 perform in accordance with GAAPthe terms of the Transaction Documents for any reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of Debtor or the limitation of damages for the breach, or the disaffirmance of, any Transaction Documents in such proceeding) it will pay the sums, or amounts equal thereto, which Debtor is (or, but for any such reason, would be) obligated to pay at the times specified in the Transaction Documents, whether by acceleration or otherwise (it being the intention hereof that Guarantor shall pay to Secured Party, as a payment obligation directly due from Guarantor to Secured Party, amounts equal to all amounts which Debtor shall fail faithfully and properly to pay when due under the Transaction Documents, whether by acceleration or otherwise), or otherwise provide for and bring about promptly when due such payment and the performance of such duties, agreements, covenants and obligations of Debtor under the Transaction Documents. Guarantor acknowledges that it is fully aware of, and consents to the terms and conditions of, the Loan and Security Agreement, the Notes and each of the other Transaction Documents and guarantees the accuracy of all representations and warranties of Debtor or any officer thereof made, or to be made after the date hereof, in any of such Transaction Documents. The obligations of Debtor hereby guaranteed are hereinafter called the "SECURED OBLIGATIONS".

Unconditional Guarantee. Each of the Guarantors hereby, jointly and severally Guarantor hereby fully and unconditionally guarantees, on a senior secured basis guarantees (each such guarantee to be is referred to herein as a “Guarantee”) ), jointly and severally, as primary obligor and not merely as surety, to each Holder of a Security authenticated and delivered by the Trustee Notes and to the Trustee and Collateral Agent and their respective successors and assigns that: (a) Trustee, the principal of and interest on the Securities shall be promptly paid in full prompt payment when due (subject to any applicable grace periods) whether at maturity, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the option of Holders pursuant to the provisions of the Securities relating thereto, by acceleration or otherwise) at the place and in the manner provided in the terms of the Notes and in the Indenture of: (i) the principal of, and interest on the overdue principal and (to the extent permitted by law) premium, if any, interest, if any, and additional amounts required by the Notes, if any, on each of the Securities Notes at the respective times provided in the terms of the Notes and in the Indenture in respect of the Notes, whether at maturity, by acceleration or otherwise and whether any such amounts are allowed or allowable in any bankruptcy or insolvency of the Company, (ii) interest on any overdue amounts specified in the terms of the Notes and in the Indenture in respect of the Notes, and (iii) all other Obligations amounts payable by the Company under the Indenture in respect of the Issuer Notes or under the Notes including, without limitation, amounts payable to the Holders, the Trustee or the Collateral Agent hereunder or thereunder (including amounts due the Trustee Holders under Section 7.07 hereof) 6.6 and all other Obligations shall be promptly paid Article Five of the Base Indenture in full or performedrespect of the Notes, all in accordance with the terms hereof and thereof; the terms of the Notes, subject, however, in the case of clauses (i), (ii) and (biii) above, to the limitations set forth in this Section 2.08. In case of any extension of time of payment or renewal of any Securities Notes or of any of such other Obligationspayment obligations, the same shall be each Guarantor hereby agrees to pay promptly paid such Notes 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 . This is a guarantee of payment and not of collection. To the case of (a) and (b) to the limitations set forth in Section 10.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture, under the Securities or any Security Document, for whatever reasonfullest extent permitted by applicable law, 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, the Securities or any Security Document 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 of the Guarantors hereby agrees that its Obligations obligations hereunder shall be absolutely unconditional, irrespective of the any lack of validity, regularity or enforceability of the SecuritiesNotes or the Indenture, this Indenture or any Security Document, the absence of any action failure to enforce the same, any waiver or consent to the Company with respect thereto by any Holder of or the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular SecurityTrustee, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorsurety or guarantor. Each of To the Guarantors fullest extent permitted by applicable law, 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 IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its this Guarantee shall will not be discharged except by complete performance of the Obligations obligations contained in the SecuritiesNotes, this the Indenture and in this Guarantee. This 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 Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such any Guarantor, any amount paid by the Issuer Company or such any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effecteffect to the fullest extent permitted by applicable law. Each To the fullest extent permitted by applicable law, each Guarantor further agrees that, as between iteach Guarantor, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ax) the maturity of the Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 Five of the Base Indenture in respect of the Notes 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 (by) in the event of any acceleration of such Obligations obligations as provided in Article 6 hereofFive of the Base Indenture in respect of the Notes, such Obligations obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors each Guarantor 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 of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior secured subordinated basis (such guarantee to be referred to herein as a “"Guarantee”") to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and Collateral Agent and their respective its successors and assigns that: (a) the principal of of, premium, if any, and interest on the Securities (and any Liquidated 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 permitted by law) interest, if any, on the Securities and all other Obligations of the Issuer Company to the Holders, Holders or the Trustee or the Collateral Agent hereunder or thereunder (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 (b) in case of any extension of time of payment or renewal of any 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, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, otherwise subject, however, in the case of (ai) and (bii) to the limitations set forth in Section 10.0411.04. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer Company to the Holders under this Indenture, Indenture or under the Securities or any Security DocumentSecurities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture, Indenture or the Securities or any Security Document 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 IssuerCompany. Each of the Guarantors hereby agrees that its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities, Securities or this Indenture or any Security DocumentIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect re- spect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the IssuerCompany, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuerCompany, any right to require a proceeding first against the IssuerCompany, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee. This 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 Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer Company or such Guarantor, any amount paid by the Issuer Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) 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 (b) in the event of any acceleration of such Obligations as provided in Article 6 Six hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. No stockholder, officer, director, employee, agent employee or incorporator, past, present or future, of 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, agent employee or incorporator. Each Guarantor (other than the Company) that makes a payment or distribution under its Guarantee will shall 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)Guarantor, determined in accordance with GAAP.