Common use of Note Guarantees Clause in Contracts

Note Guarantees. Subject to this Article 10, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to Section 10.07 hereof, the Initial Guarantors, and any Additional Guarantors that become Guarantors after the date of this Article 10Indenture; provided that, each of the Note Guarantors herebyat any time a Restricted Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth in Section 10.02 hereof, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee Trustee, the Collateral Agent and/or the International Security Agent and its the Agents and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or held thereby and the obligations Obligations of the Issuers Company hereunder or and thereunder, that: (a) the principal of, of and premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, and interest (to the extent permitted by law) on the Notes Notes, and all other monetary obligations payment Obligations of the Issuers under this Indenture and Company to the Notes shall Holders, the Trustee, the Agents, the Collateral Agent or the International Security Agent hereunder or thereunder will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall reason the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantor agrees that this is a guarantee Guarantees, and shall entitle the Holders to accelerate the obligations of payment the Guarantors hereunder in the same manner and not a guarantee to the same extent as the Obligations of collectionthe Company. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants that this its Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations Obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Trustee, an Agent, the Collateral Agent or the Trustee International Security Agent is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors Guarantors, the Trustee or any custodian, trustee, liquidator custodian or other similar official acting under any applicable bankruptcy law in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid either by the Company or any Guarantor to the Collateral Agent, the International Security Agent, such Agent, the Trustee or such Holder and this Holder, the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to to, and waives, any right of subrogation in relation to the Holders in respect of any obligations Obligations guaranteed hereby until payment in full of all obligations the Obligations guaranteed hereby. Each Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and Holders, the Trustee, the Agents, the Collateral Agent and the International Security Agent on the other hand, (xa) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this its Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yb) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 66 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors Guarantor for the purpose of this its Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10Ten, each of the Note Guarantors Guarantor hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably fully and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: : (a) the principal of, and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of premium, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, such Guarantor shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors Subject to Section 10.02, each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee, as the case may be, Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersCompany, Holdings, the Note Guarantors each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Guarantor, any amount paid by either to the Trustee or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors such Guarantor for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofthereof (other than any waiver or consent expressly releasing such Guarantor’s obligations hereunder), the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor (other than payment of the Notes). (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any, or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them in respect of the Notes and/or the Note Guarantee to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.2 hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Section 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject (a) Pursuant to this Article 10, each of the Note Guarantees, the Subsidiary Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably hereby fully and unconditionally guaranteesguarantee, on a senior unsecured basis (Holdings on an unsecured senior subordinated unsecured, senior, joint and several basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations due and punctual full payment of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when dueon, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or performed, all its agent pursuant to and in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis Indenture, that same shall be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, Guarantee. All payments under such Note Guarantee shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. made in U.S. dollars. (b) The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuers with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Note Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the Issuers, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuersIssuers prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Issuers to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that this the Note Guarantee, as the case may be, Guarantee shall not be discharged with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Notes and this Indenture, including Sections 10.3 and 10.5. Each If at any time any payment of principal of, premium, if any, or interest, if any, on such Note Guarantor is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuers or otherwise, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agrees agree to pay, in addition to the amount stated above, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature10.1.

Note Guarantees. Subject to this Article 10Ten, each of the Note Guarantors Guarantor hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably fully and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on and liquidated damages, if any, on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of premium, if any, and interest and liquidated damages, if any, on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, such Guarantor shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors Subject to Section 10.02, each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee, as the case may be, Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersCompany, Holdings, the Note Guarantors each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Guarantor, any amount paid by either to the Trustee or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors such Guarantor for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject From and after the Issue Date and prior to this Article 10the Existing Notes Repayment Date, each the Company will not cause or permit (i) any of its Subsidiaries (other than a Guarantor or a Majority Owned JV), directly or indirectly, to guarantee any capital markets Indebtedness or any unsecured credit facility of the Note Guarantors herebyCompany or any Guarantor or (ii) any Majority Owned JV, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)directly or indirectly, to guarantee any capital markets Indebtedness or any unsecured credit facility of the Company, in each Holder case, with an aggregate principal amount in excess of a Note authenticated the greater of (x) $150.0 million and delivered by (y) 2.0% of Total Assets, unless such Subsidiary: (a) within 20 Business Days of the Trustee date on which it guarantees such Indebtedness of the Company or any Guarantor executes and delivers to the Trustee and its successors and assignsa supplemental indenture pursuant to which such Subsidiary shall guarantee (each, irrespective a “Note Guarantee”) all of the validity Company’s obligations under the Notes and enforceability this Indenture and other terms contained in the applicable supplemental indenture and subject to the conditions contained in such supplemental indenture; and (b) delivers to the Trustee an Officers’ Certificate that all conditions precedent to the execution of such indenture have been complied with. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture until such Note Guarantee is released in accordance with the provisions of this Indenture. In the event of a sale or other transfer or disposition of all of the Capital Stock in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, or in the Notes event all or substantially all the obligations assets or Capital Stock of the Issuers hereunder a Guarantor are sold or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturityotherwise transferred, by accelerationway of merger, redemption consolidation or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations to a Person that is not an Affiliate of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid Company in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance compliance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, then, without any further action on the absence part of the Trustee or any Holder, such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally cancelled, released and discharged of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this obligations under its Note Guarantee, as evidenced by a supplemental indenture, written instrument or confirmation executed by the case may beTrustee, shall not upon request; provided, however that if evidence of such cancellation, discharge or release is requested to be discharged except executed by complete performance the Trustee, an Officers’ Certificate and an Opinion of the obligations contained in the Notes and Counsel complying with Section 1301 of this Indenture. Each In addition, upon the release or discharge of any guarantee which resulted in the creation of a Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses Guarantee (including reasonable attorneys’ fees and expenses) incurred except a discharge or release by the Trustee or any Holder in enforcing any rights as a result of payment under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdingssuch guarantee), the Guarantor of such Note Guarantors or Guarantee shall be deemed automatically and unconditionally cancelled, released and discharged of any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this obligations under its Note Guarantee, to the extent theretofore dischargedas evidenced by a supplemental indenture, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and written instrument or confirmation executed by the Trustee, on the upon request. The Company may cause any other hand, (x) the maturity Subsidiary of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Company to issue a Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Guarantee and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guaranteesa Guarantor. Each Note Guarantee by a Subsidiary will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all limited to an amount not to exceed the maximum amount that can be guaranteed obligations; (2) subject by that Subsidiary without rendering the Note Guarantee, as it relates to Section 10.06(a)such Subsidiary, be binding upon each such Note Guarantor and its successors; and (3) inure voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit rights of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturegenerally.

Note Guarantees. Subject (a) Pursuant to this Article 10, each of the Note Guarantees, the Subsidiary Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably hereby fully and unconditionally guaranteesguarantee, on a senior unsecured basis (Holdings on an unsecured senior subordinated unsecured, senior, joint and several basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations due and punctual full payment of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when dueon, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers Company under this Indenture and the Notes shall be promptly paid in full (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or performed, all its agent pursuant to and in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis Indenture, that same shall be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, Guarantee. All payments under such Note Guarantee shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. made in U.S. dollars. (b) The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Note Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersCompany, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuersCompany prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that this the Note Guarantee, as the case may be, Guarantee shall not be discharged with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Notes and this Indenture, including Sections 10.3 and 10.5. Each If at any time any payment of principal of, premium, if any, or interest, if any, on such Note Guarantor is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agrees agree to pay, in addition to the amount stated above, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature10.1.

Note Guarantees. (1) Subject to the provisions of this Article 10Fifteen, each of the Note Guarantors hereby, Guarantor hereby jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably fully and unconditionally guaranteesand irrevocably guarantees as primary obligor and not merely as surety, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assignssuccessors, irrespective of (i) the validity and enforceability of this Indenture, the Notes Securities or the obligations of the Issuers hereunder Company or thereunderany other Guarantors to the Holders or the Trustee under this Indenture and the Securities or (ii) the absence of any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or Default of a Guarantor, that: (a) the principal of, premium, if any, interest and interest on additional interest, if any, with respect to the Notes Securities shall be promptly duly and punctually paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notesor additional interest, if any, if lawful, with respect to the Securities and all other Obligations obligations of the Issuers Company or any Guarantor to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes Securities (including amounts due the Trustee under Section 607) and all other obligations under this Indenture or the Securities shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Securities; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed guaranteed, or failing performance of any performance so guaranteed other obligation of the Company to the Holders, for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, Guarantor shall be jointly and severally, obligated to pay pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under this Note Guarantee, and shall entitle the Holders of the Securities or the Trustee to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. Notwithstanding the foregoing, in relation to any Security that is convertible or exchangeable for other securities of the Company, a Guarantor’s guaranteed obligations shall not extend, following the occurrence of a bankruptcy of the Company, to any amount in excess of principal of, premium, if any, interest and additional interest, if any, and interest on the overdue principal and (to the extent permitted by law) interest or additional interest, if any, with respect to such Securities. (2) Each Note Guarantor Guarantor, by execution of this Indenture, agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture or the Notes, the Holdings Guarantee, any Note Guarantee or this IndentureSecurities, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof under this Indenture or thereofthe Securities, any release of any other Guarantor, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same same, whether or not a Note 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 Note Guarantor hereby Guarantor, by execution of this Indenture, waives the benefit of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this such Note Guarantee, as the case may be, Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes Securities and this Indenture. The Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, a 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 and the Trustee, on the other hand, (a) subject to this Article Fifteen, the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 502 hereof and, as provided in an Officers’ Certificate or supplemental indenture establishing any series of Securities in accordance with Section 301 hereof, 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 Section 502 hereof, and as provided in an Officers’ Certificate or supplemental indenture establishing any series of Securities in accordance with Section 301 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of such Note Guarantee. (3) Subject to Section 1506 hereof, the Note Guarantee shall remain in full force and effect until payment in full of all the obligations of the Guarantor, and the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the obligations of the Guarantor also is rescinded or must otherwise be restored by any Holder upon bankruptcy or reorganization of the Company or otherwise. (4) The Note 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 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. (5) No shareholder, officer, director, employee or incorporator, past, present or future, or any Guarantor, as such, shall have any personal liability under this Note Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator. (6) Each Guarantor hereby agrees that by virtue of its execution and delivery of this Indenture, it shall be deemed to have signed on each security issued hereunder a notation of the Note Guarantee. (7) Each Guarantor hereby agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature1501.

Note Guarantees. Subject to this Article 10the limitations set forth in Section 16.05, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor severally, unconditionally and with Holdingsirrevocably Guarantee, irrevocably as primary obligor and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)not merely as surety, to each Holder of a Note authenticated Holder, the Trustee, the Collateral Agent and delivered by the Trustee and to the Trustee and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations Obligations of the Issuers Company hereunder or thereunder, that: (a) the principal of, of and premium, if any, and interest interest, if any, on the Notes (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceedings), shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on the Notespremium, if any, and interest, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or Holders, the Trustee and the Collateral Agent hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, redemption, required purchase or repurchase or otherwise. Failing payment when due due, subject to any applicable grace period, of any amount so guaranteed Guaranteed or any performance so guaranteed Guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, the Guarantors shall be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, legality, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings Company or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives waives, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or another Guarantor, protest, notice and all demands whatsoever and covenants covenant that this the Note Guarantee, as the case may be, Guarantees shall not be discharged except by complete performance payment in full or conversion in full of the obligations contained Notes in the Notes and accordance with this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors Company or any custodianof the Guarantors, or any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law or other similar official acting in relation to either the Issuers, Holdings Company or any of the Note Guarantors, any amount paid either to the Trustee or to such Holder and this Holder, the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed Guaranteed hereby until payment in full of all obligations guaranteed Guaranteed hereby. Each Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this the Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this the Note GuaranteeGuarantees. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Trustee or the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Note Guarantor hereby fully, each of the Note Guarantors herebyunconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)Guarantor, to each Holder of a Note authenticated and delivered by the Trustee the full and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full punctual payment when due, whether at Stated Maturitymaturity, by acceleration, by redemption or otherwise, and interest on of the overdue principal of and interest on Obligations (such guaranteed Obligations, the Notes"Guaranteed Obligations"). Each Note Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, if anyin whole or in part, if lawfulwithout notice or further assent from it, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers that it will remain bound under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of Article X notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorObligation. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount amounts stated above, any and all costs and expenses (including reasonable attorneys’ counsel fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Section 10.01. If Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee is required by any court or otherwise to return to for the Issuers, Holdings, the Note Guarantors Obligations or any custodian, trustee, liquidator or other similar official acting in relation of them; (v) the failure of any Holder to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to exercise any right or remedy against any other Note Guarantor; or (vi) any change in the ownership of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Company. (c) Each Note Guarantor further agrees thatthat its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. (d) The obligations of each Note Guarantor hereunder shall not be subject to any reduction, as between limitation, impairment or termination for any reason (other than payment of the Note Guarantors and HoldingsObligations in full), on the one handincluding any claim of waiver, release, surrender, alteration or compromise, and the Holders and the Trusteeshall not be subject to any defense of setoff, on the other handcounterclaim, (x) the maturity recoupment or termination whatsoever or by reason of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guaranteeinvalidity, notwithstanding any stay, injunction illegality or other prohibition preventing such acceleration in respect unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations guaranteed herebyof each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, and (y) the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the event performance of the Obligations, or by any declaration of acceleration other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long would otherwise operate as the exercise a discharge of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; andas a matter of law or equity. (3e) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantor further agrees that its Note Guarantee herein shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 payment, or any part thereof, of principal of or interest on any of the Notes are, pursuant to applicable law, Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on Holder upon the Notesbankruptcy or reorganization of the Company or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against each Note Guarantor by virtue hereof, upon the Holdings Guarantee or Note Guaranteesfailure of the Company to pay any of the Obligations when and as the same shall become due, whether as a “voidable preference,” “fraudulent transfer” at maturity, by acceleration, by redemption or otherwise, all as though such payment each Note Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or performance had not been made. In the event that any payment or any part thereofcause to be paid, is rescinded, reduced, restored or returned, the Notes shallin cash, to the fullest Holders an amount equal to the sum of: (i) the unpaid amount of such Obligations then due and owing; and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent permitted not prohibited by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any ). (g) Each Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of further agrees that, as between such Note Guarantor, if any. Each payment to on the one hand, and the Holders, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be made by a Note Guarantor accelerated as provided in respect this Indenture for the purposes of its Note Guarantee shall be made without set-offherein, counterclaimnotwithstanding any stay, reduction injunction or diminution other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any kind such declaration of acceleration of such Obligations, such Obligations (whether or naturenot due and payable) shall forthwith become due and payable by such Note Guarantor for the purposes of its Note Guarantee.

Note Guarantees. Subject to this Article 10(a) As promptly as practicable and in any event within 60 days of the Issue Date (the “60 Day Post-Closing Period”), Holdings and each of its Restricted Subsidiaries (other than the Note Guarantors herebyIssuers) that are borrowers or guarantors under the Credit Agreement, excluding certain entities that would trigger a Rule 3-10 release as reasonably determined by Holdings, will jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guaranteesguarantee, on as a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of guarantor and not as a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenturesurety, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, performance and interest on the Notes shall be promptly paid in full punctual payment when due, whether at Stated Maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to under this Indenture and the Holders or the Trustee hereunder or thereunder Securities, whether for payment of principal of, premium, if any, or interest, interest or additional interest on the Notes Securities, expenses, indemnification or otherwise (all such obligations guaranteed by such Note Guarantors being herein called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security, if any, held by any Holder or the Trustee for the Guaranteed Obligations or any Note Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 11.02(b). (c) Except as otherwise provided herein, each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) Except as expressly set forth in Sections 8.01 and 11.02, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a discharge of any Note Guarantor as a matter of law or equity. (f) Except as set forth in Sections 8.01 and 11.02, each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Except as set forth in Sections 8.01 and 11.02, each Note Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuers under this Indenture to the Holders and the Notes shall be promptly paid Trustee and the Collateral Agent in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms respect of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses Guaranteed Obligations. (including reasonable attorneys’ fees and expensesh) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Note Guarantor further agrees that, as between the Note Guarantors and Holdingsit, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this any Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; andfor the purposes of this Section 11.01. (3i) inure Each Note Guarantor also agrees to the benefit of pay any and be enforceable all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the Holders Collateral Agent or any Holder in enforcing any rights under this Section 11.01. (j) Upon request of the Trustee, each Note Guarantor shall execute and their successors, transferees deliver such further instruments and assigns. Each do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. (k) Any Note Guarantee shall remain in full force given by any direct or indirect parent of Holdings may be released and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for discharged from all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if obligations under this Article 11 at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, upon written notice to the fullest extent permitted by law, be reinstated and deemed reduced only by Trustee from such amount paid and not so rescinded, reduced, restored direct or returned. In case any provision indirect parent of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureHoldings.

Note Guarantees. Subject to this Article 10Section 8.04, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and guarantees to the Trustee Lender and its successors and assigns, irrespective of the validity and enforceability of this IndentureAgreement, the Notes or and the obligations of the Issuers Borrower hereunder or and thereunder, that: (a) the principal of, premium, if any, of and the interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on any interest, if any, on the Notes, if any, if lawful, and all other Obligations payment obligations of the Issuers Borrower to the Holders or the Trustee Lender hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that 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 Maturitystated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due An Event of any amount so guaranteed Default under this Agreement or any performance so guaranteed for whatever reasonthe Notes shall constitute an event of default under the Note Guarantees, each Note Guarantor, together with Holdings as described and shall entitle the Lender to accelerate the obligations of the Guarantors hereunder in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee manner and to the same extent as the obligations of payment and not a guarantee of collectionthe Borrower. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this IndentureAgreement, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes Lender with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorBorrower, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. The parties agree that the Note Guarantees are guarantees of payment and not of collection. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersBorrower, any right to require a proceeding first against the IssuersBorrower, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, shall Guarantees will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01Agreement. If any Holder or the Trustee Lender is required by any court or otherwise to return to the Issuers, HoldingsBorrower, the Note Guarantors Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Borrower or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Lender, the Note GuaranteeGuarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to to, and hereby waives, any right of subrogation in relation to the Holders Lender in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the TrusteeLender, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 V for the purposes of this the Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6V, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this the Note GuaranteeGuarantees. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders Lender under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.2 for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Section 6.2, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. (a) Subject to this Article 1011, each of the Note Subsidiary Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest interest, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, and interest, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Subsidiary Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Note Subsidiary Guarantor agrees that it shall will not be entitled to 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 Note Subsidiary Guarantor further agrees that, as between the Note Guarantors and HoldingsSubsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Subsidiary Guarantors for the purpose of this Note Guarantee. The Note Subsidiary Guarantors shall will have the right to seek contribution from any non-paying Note Subsidiary Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Note Guarantees. Subject (a) If any Restricted Subsidiary (including any Restricted Subsidiary formed or acquired after the Issue Date) shall become a borrower or guarantor under any U.S. Credit Facility, then such Restricted Subsidiary shall (i) execute and deliver to this Article 10, each the Trustee a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally Guarantee all of the Note Guarantors herebyCompany’s obligations under the Securities and this Indenture on the terms set forth in Article Twelve and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary; provided, however, that if, at any time, the Trustee 9.5% Notes are not outstanding, all references in the Indenture and the Securities to “Restricted Subsidiary” or “Restricted Subsidiaries” shall be changed to, and deemed to be a reference to, “Subsidiary” and “Subsidiaries,” as applicable. (b) Notwithstanding the Trustee and its successors and assignsforegoing, irrespective each Guarantee by a Guarantor of the validity Securities shall provide by its terms that it shall be automatically and enforceability unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s Capital Stock in, or all or substantially all the assets of, such Guarantor, which transaction is in compliance with the terms of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premiumIndenture and pursuant to which transaction such Guarantor is released from all guarantees, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal it of and interest on the Notes, if any, if lawful, and all other Obligations Indebtedness of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Company or any of its Subsidiaries or (ii) such Subsidiary ceasing to be a borrower or guarantor under any U.S. Credit Facility or the 9.5% Notes (other obligationsthan by reason of a payment under a guarantee by any Subsidiary), that same shall or (iii) such Subsidiary ceasing to be promptly paid in full when due or performed in accordance with the terms a wholly owned Subsidiary of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureCompany.

Note Guarantees. (i) Subject to this Article 10X, the Intercreditor Agreement and the ABL Intercreditor Agreement, each of the Note Guarantors herebyGuarantor, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guaranteesunconditionally, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)and subject to any limitations set out in any supplemental indenture, guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) : A. the principal of, Additional Amounts and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, Additional Amounts and premium, if any, if lawful, on the Notes (to the extent permitted by law) and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in and X. xx case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10the provisions of Section 1204 hereof, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyCompany hereunder and thereunder, jointly and severally with the obligations of each other Note Guarantor hereunder and with Holdingsthereunder, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (a) the principal of, premiumof (and premium and Additional Interest, if any, ) and the interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, shall Guarantee of such Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal (or premium or Additional Interest, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersCompany or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders Holders, the Trustee or the Collateral Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition to the amount stated aboveevent of a default in payment of principal or premium, if any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee and/or the Collateral Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any Holder in enforcing other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee, the Collateral Trustee or any of the Holders are prevented by applicable law from exercising their respective rights under this Section 10.01. to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee and/or the Collateral Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee, the Collateral Trustee or any of the Holders. (d) If any Holder Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee, the Collateral Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee, the Collateral Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders Holders, the Trustee and the Collateral Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This Section 11.1(d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This Section 11.1(d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. (a) Subject to the limitations set forth in Schedule 10.1, each Restricted Subsidiary that is required to become a Note Guarantor pursuant to Section 4.12 hereof hereby irrevocably Guarantees (collectively, the “Note Guarantees”), as primary obligor and not merely as surety, on a senior basis to each Holder, the Collateral Agents (on behalf of and for the benefit of Holders, for the purpose of this Article 10, each and not in their individual capacities, but solely in their roles as representatives of the Note Guarantors hereby, jointly Holders in holding and severally with each other Note Guarantor enforcing the Collateral and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basisthe Security Documents), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: assigns (ai) the principal of, premium, if any, full and interest on the Notes shall be promptly paid in full punctual payment when due, whether at Stated Maturity, by acceleration, redemption acceleration or otherwise, of all payment obligations of the Issuers under this Indenture and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes interest and all other monetary obligations of the Issuers under this Indenture or in respect of the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Any such Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor, and that such Note Guarantor shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Article 10 notwithstanding any extension of time of payment or renewal of any Notes or Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms Guaranteed Obligations and also waives notice of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed protest for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediatelynonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Collateral Agents on behalf of the Holders or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any Notes held by any Holder, the Collateral Agents or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder, the Collateral Agents on behalf of the Holders or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Note Guarantor, except as provided in Section 10.02(c). (c) Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors, such that such Note Guarantor’s obligations would be less than the full amount claimed. Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any Note held for payment of the Guaranteed Obligations. (e) If any Note Guarantor makes payments under its Note Guarantee, each Note Guarantor must contribute its share of such payments. The Each Note Guarantor’s share of such payment will be computed based on the proportion that the net worth of the relevant Note Guarantor represents relative to the aggregate net worth of all the Note Guarantors hereby agree combined. (f) [Reserved]. (g) Each Note Guarantor agrees that their obligations hereunder its Note Guarantee shall be unconditional, irrespective remain in full force and effect until payment in full of the validityGuaranteed Obligations. Except as expressly set forth in Sections 4.12, regularity or enforceability 4.13, 8.01(b), 10.02, Schedule 10.1 and the terms of the Notes, the Holdings Guarantee, any Note Guarantee Supplement, the obligations of each Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the absence of Notes or any action to enforce the sameother agreement, by any waiver or consent modification of any thereof, by any Holder default, failure or delay, willful or otherwise, in the performance of the Notes with respect obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any provisions hereof extent vary the risk of such Note Guarantor or thereof, the recovery would otherwise operate as a discharge of any judgment against the Issuers, Holdings such Note Guarantor as a matter of law or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. equity. (h) Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency agrees that its Note Guarantee herein shall continue to be effective or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guaranteebe reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise unless such Note Guarantee has been released in accordance with this Indenture. (i) Subject to the limitations set forth in Schedule 10.1, in furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of the Notes, (ii) accrued and unpaid interest on the Notes and (iii) all other monetary obligations of the Issuers to the Holders and the Trustee, including any other unpaid principal amount of such Guaranteed Obligations, accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and any Additional Amounts. (j) Each Note Guarantor agrees that it shall not be discharged except by complete performance entitled to exercise any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Note Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations contained Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the Notes event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Note Guarantor for the purposes of this Indenture. Section 10.01. (k) Each Note Guarantor also agrees to pay, in addition to the amount stated above, pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to any right . (l) Upon request of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on each Note Guarantor shall execute and deliver such further instruments and do such further acts as the other hand, (x) the maturity of the obligations guaranteed hereby Trustee may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for reasonably require to carry out more effectively the purpose of this Indenture. (m) The Collateral Agents may only assert a claim or demand or enforce a right or remedy with respect to the Note GuaranteeGuarantees at the direction of the Trustee. The Note Guarantors shall have Trustee may direct the right Collateral Agents to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under take enforcement action with respect to the Note Guarantees. Each Note Guarantee will be a continuing guarantee Guarantees if any amount is declared or becomes due and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject payable pursuant to Section 10.06(a6.02 (but not otherwise), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10, each (a) Each of the Note Guarantors herebyGuarantors, jointly and severally with severally, hereby unconditionally Guarantees (and subject in each other case to the Agreed Guarantee Principles set forth in any notation of Note Guarantor and with HoldingsGuarantee, irrevocably and unconditionally guaranteessupplemental indenture, on a senior unsecured basis (Holdings on an unsecured senior subordinated basisor as contemplated by Section 4.24(b), ) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, thereunder that: (ai) the due and punctual payment of the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, (ii) the due and interest punctual payment of interest, if any, on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual performance of all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes or any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 6.02 or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantors shall be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees shall agree that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. The If acceleration of the time for payment of any Notes Obligation by the Company is stayed by reason of the insolvency or receivership of the Company or otherwise, all Notes Obligations otherwise subject to acceleration under the terms of any Notes Document shall nonetheless be payable by the Note Guarantors hereunder forthwith on demand by the Trustee. (b) Each of the Note Guarantors hereby agree agrees that their its obligations hereunder with regard to its Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes, Notes or the Holdings Guarantee, any Note Guarantee or obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings Company or any Note Guarantorother obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorNote Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, including but not limited to: (i) any right to require any of the Trustee, the Holders or the Company (each a proceeding first “Benefited Party”), as a condition of payment or performance by such Note Guarantor, to (A) proceed against the IssuersCompany, protestany other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, notice (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and all demands whatsoever any legal or equitable discharge of such Note Guarantor’s obligations hereunder and covenants that this under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as the case may beset forth in Section 13.05, each Note Guarantor covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Note Guarantee and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid to either to the Trustee or such Holder and this Note Holder, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor shall further agrees agree that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.02 for the purposes of this Note any Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6Section 6.02, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Note Guarantees. Subject (a) Pursuant to this Article 10, each of the Note Guarantees, the Subsidiary Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably hereby fully and unconditionally guaranteesguarantee, on a senior unsecured basis (Holdings on an unsecured senior subordinated unsecured, senior, joint and several basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective assign on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations due and punctual full payment of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when dueon, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers Company under this Indenture and the Notes shall be promptly paid in full (including obligations to the Trustee) with respect to each Note authenticated and delivered by the Trustee or performed, all its agent pursuant to and in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis Indenture, that same shall be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Subsidiary Guarantors further agree that the Note Guarantees may be extended or renewed, in whole or in part, without notice or further assent from the Subsidiary Guarantors and that the Subsidiary Guarantors shall remain bound under this Article 10 notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, Guarantee. All payments under such Note Guarantee shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. made in U.S. dollars. (b) The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were principal debtor and not merely surety, unaffected by, and irrespective of the of, any validity, regularity irregularity or enforceability unenforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Company with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Subsidiary Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Note Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersCompany, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuersCompany prior to exercising its rights under the Note Guarantee (including, protestfor the avoidance of doubt, any right which the Subsidiary Guarantors may have to require the seizure and sale of the assets of the Company to satisfy the outstanding principal of, interest on or any other amount payable under each Note prior to recourse against the Subsidiary Guarantors or their assets), protest or notice with respect to any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants covenant that this the Note Guarantee, as the case may be, Guarantee shall not be discharged with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Notes and this Indenture, including Sections 10.3 and 10.5. Each If at any time any payment of principal of, premium, if any, or interest, if any, on such Note Guarantor is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Subsidiary Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Subsidiary Guarantors also agrees agree to pay, in addition to the amount stated above, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature10.1.

Note Guarantees. (a) Notwithstanding any provision of this ARTICLE X to the contrary, the provisions of this ARTICLE X will be applicable only to, and inure solely to the benefit of, the Notes of any Series designated, pursuant to Section 2.02(r), as entitled to the benefits of the Note Guarantee of each Guarantor identified in such designation. (b) Subject to this Article 10ARTICLE X, each of the Note Guarantors hereby, jointly and severally with severally, unconditionally guarantees to the Holders of each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder Series of a Note Notes authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: : (a1) the principal of, premium, if any, and interest on the Notes shall of such Series will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the such Notes, if any, if lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any such Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (a) The Note Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesb) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid by either to the Trustee or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (c) Each Note Guarantor agrees that it shall will not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 ARTICLE VI hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6ARTICLE VI hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall will have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Note Guarantees. Subject to the provisions of this Article 10ARTICLE VII, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingshereby fully, irrevocably and unconditionally guaranteesguarantee, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)jointly and severally, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors the Authorized Agents the full and assignspunctual payment (whether at an installment date or the Maturity Date, irrespective upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the validity principal, premium (if any) or interest, and enforceability any other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Issuer under this Indenture as they come due, provided that the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the Notes or the obligations Issuer to pay punctually any such amount, each of the Issuers hereunder or thereunderGuarantors shall, that: (a) the principal ofwithout duplication, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to forthwith pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment amount not so paid at the place and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court time and in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained manner specified in the Notes and this Indenture. This Note Guarantee constitutes a direct, joint and several, general unsecured and unconditional primary obligation of each Guarantor that will at all times rank at least pari passu with any existing and future senior unsecured Indebtedness of such Guarantor, except for such obligations as may be preferred by provisions of law that are both mandatory and of general application, including without limitation, tax and labor claims. Each Note Guarantor also hereby agrees to pay, in addition to the amount amounts stated above, any and all fees, indemnity amounts and reasonable and documented costs and expenses (including reasonable attorneys’ and documented counsel fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights Each of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee Guarantors hereby unconditionally and shall: (1) remain in full force and effect until payment in full of irrevocably waives all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’s assets, and shall, benefits applicable thereto to the fullest extent permitted by law, continue possible under existing law for this Note Guarantee to be effective or be reinstated, as joint and several with the case may be, if at any time payment and performance obligations of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureIssuer.

Note Guarantees. Subject to this Article 10(a) Each Subsidiary Guarantor hereby jointly and severally, each fully and unconditionally guarantees the Notes and obligations of the Note Guarantors herebyIssuers hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunderTrustee, that: (ai) the principal of, of and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise, and together with interest on the overdue principal of and interest on the Notesprincipal, if any, if and interest on any overdue interest, to the extent lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and or the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, the Subsidiary Guarantors shall be jointly and severally, severally obligated to pay the same immediately. Each Note Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Subsidiary Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subsidiary Guarantor. (c) Each Note Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuersany Issuer, any right to require a proceeding first against the IssuersIssuers or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Subsidiary Guarantor shall not be discharged as to any Note or this Indenture except by complete performance of the obligations contained in the Notes such Note and this IndentureIndenture and such Note Guarantee. Each Note Guarantor also of the Subsidiary Guarantors hereby agrees to paythat, in addition the event of a Default in payment of principal or premium, if any, or interest on any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Subsidiary Guarantors to enforce each such Subsidiary Guarantor’s Note Guarantee without first proceeding against the Issuers or any other Subsidiary Guarantor. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Subsidiary Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing of the Holders and any rights other amounts due and owing to the Trustee under this Section 10.01. Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuersany Issuer or any Subsidiary Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings any Issuer or the Note Guarantorsany Subsidiary Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Subsidiary Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Subsidiary Guarantor further agrees that, as between the Note Guarantors and Holdingseach Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this the Note GuaranteeGuarantee of such Subsidiary Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Subsidiary Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders Subsidiary Guarantor. (f) Each Subsidiary Guarantor that makes a payment for distribution under the Note Guarantees. Each its Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until is entitled upon payment in full of all the guaranteed obligations; (2) subject obligations under this Indenture to Section 10.06(a), be binding upon seek contribution from each other Subsidiary Guarantor in a pro rata amount of such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee based on the Notes, respective net assets of all the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though Subsidiary Guarantors at the time of 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment accordance with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGAAP.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuers hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuers or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuers or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This paragraph (d) shall survive the termination of this Indenture. (e) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6VI, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor, each of the Note Guarantors hereby, hereby jointly and severally with each other Note Guarantor severally, unconditionally and with Holdingsirrevocably guarantees the Notes and the Obligations hereunder and thereunder, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Indenture Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe Legal Final Maturity Date, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Indenture Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration or otherwise. Failing payment when due The obligations of each Guarantor are direct, independent and primary obligations of each Guarantor and are irrevocable, absolute, unconditional, and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any amount so guaranteed other action, the pursuit of any remedies or any attempt to enforce performance so guaranteed for whatever reason, of or compliance with the Obligations by the Issuer and each Note Guarantor, together with Holdings as described in Article 11and their respective successors, transferees or assigns, and shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is constitute a guarantee guaranty of payment and performance and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of binding upon the Guarantor and its successors and assigns and irrevocable without regard to the validity, regularity legality or enforceability of this Indenture or any other Basic Document, or the Noteslack of power or authority of the Issuer or any Guarantor to enter into this Indenture or any other Basic Document, the Holdings Guaranteeor any substitution, any Note Guarantee release or this Indenture, the absence exchange of any action to enforce the same, other guaranty or any waiver or consent by other security for any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same Obligations or any other circumstance which whatsoever (other than payment) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, any Guarantor or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, no Guarantor shall have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or any Guarantor’s assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or any Guarantor or any of the assets of the Issuer or any Guarantor, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantor into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an affiliate of any Guarantor, or (vi) the failure to give notice to any Guarantor of the occurrence of a default under the terms and provisions of this Indenture. (b) Each Note Guarantor hereby waives irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have now, or in the future, under law or in equity, to: (i) the notice of any waiver or extension granted to the Issuer; (ii) all notices which may be required by applicable statute, rule of law or otherwise to preserve any of the rights of the Noteholders against the Issuer, each Guarantor or any other person; (iii) require either that an action be brought against the Issuer or any other person or entity as a condition to proceeding against any Guarantor, or to require that action be first taken against any security given by the Issuer or any Guarantor; (iv) notice of (a) any Noteholder’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or any Guarantor, and (c) any extensions or consents granted to the Issuer, any Guarantor or any other surety; (v) promptness, diligence, presentment, demand of payment, filing of claims payment or enforcement and any other notice with a court in the event of insolvency or bankruptcy respect to any of the IssuersObligations and this guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, claim any right to require other defense, contingency, circumstance or matter which might constitute a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the obligations contained in voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition Issuer; or (x) any defense related to the amount stated aboveaddition, substitution or partial or entire release of any and all costs and expenses guarantor, maker or other party (including reasonable attorneys’ fees the Issuer and expenseseach Guarantor) incurred primarily or secondarily liable or responsible for the performance and observance of any of the terms set forth in this Indenture and the other Basic Documents or by the Trustee any extension, waiver, amendment or any Holder in enforcing any rights under this Section 10.01. action whatsoever which may release a guarantor (other than performance). (c) If any Holder Noteholder or the Indenture Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Indenture Trustee or such Holder and this Noteholder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This paragraph (c) shall remain effective notwithstanding any contrary action which may be taken by the Indenture Trustee or any Noteholder in reliance upon such amount required to be returned. This paragraph (c) shall survive the termination of this Indenture. (d) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6V hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10, each (a) Each of the Note Guarantors herebyGuarantors, jointly and severally with severally, hereby unconditionally Guarantees (and subject in each other case to the Agreed Guarantee Principles set forth in any notation of Note Guarantor and with HoldingsGuarantee, irrevocably and unconditionally guaranteessupplemental indenture, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), or as contemplated by Section 4.15(b) hereof) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, thereunder that: (ai) the principal ofdue and punctual payment of principal, premium, if any, premium and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, (ii) the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes or any Note shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (biii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration pursuant to Section 6.2 hereof or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantors shall be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees shall agree that this is a guarantee Guarantee of payment and not a guarantee Guarantee of collection. The . (b) Each of the Note Guarantors hereby agree agrees that their its obligations hereunder with regard to its Guarantee shall be joint and several, unconditional, irrespective of the validity, regularity validity or enforceability of the Notes, Notes or the Holdings Guarantee, any Note Guarantee or obligations of the Company under this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings Company or any Note Guarantorother obligor with respect to this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstance circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantorNote Guarantor. Each Note Guarantor further, to the extent permitted by law, hereby waives diligenceand relinquishes all claims, presentmentrights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, demand of paymentrights or remedies, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, including but not limited to: (i) any right to require any of the Trustee, the Holders or the Company (each a proceeding first “Benefited Party”), as a condition of payment or performance by such Note Guarantor, to (A) proceed against the IssuersCompany, protestany other guarantor (including any other Note Guarantor) of the obligations under the Note Guarantees or any other person, notice (B) proceed against or exhaust any security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Benefited Party’s errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note Guarantees and all demands whatsoever any legal or equitable discharge of such Note Guarantor’s obligations hereunder and covenants that this under its Note Guarantee, (B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Note Guarantees. Except as the case may beset forth in Section 10.5 hereof, each Note Guarantor covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes its Note Guarantee and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid to either to the Trustee or such Holder and this Note Holder, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. . (d) Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor shall further agrees agree that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (xi) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Section 6.2 hereof for the purposes of this Note any Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6Section 6.2 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note any such Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Note Guarantees. Subject to this Article 10Twelve, each of the Note Guarantors hereby, Guarantor hereby jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably fully and unconditionally guaranteesGuarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), the Notes and Obligations of the Issuer hereunder and thereunder, and Guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (a1) the principal of, and interest and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwisetogether with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (1) and (2) above, each Note Guarantor, together with Holdings as described to the limitation set forth in Article 11, shall be jointly and severally, obligated to pay the same immediatelySection 1204 hereof. Each Note Guarantor hereby agrees (to the extent permitted by applicable law) that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal, interest or premium, if any, with respect to such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes and this Indenture. Each Note Guarantor also agrees or to pay, in addition enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed Guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this the Note Guarantee, Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed Guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations obligation as provided in Article 6Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assignsGuarantor. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer for liquidation, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor Issuer 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 Issuers’, Holdings’ or any other Note GuarantorIssuer’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject (a) The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and enforceability set forth in this Article 10Indenture or such Supplemental Indenture, each of the Note Guarantors herebyas applicable, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guaranteesguarantee, on a senior unsecured joint and several basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective assigns on behalf of the validity and enforceability of this Indentureeach Holder, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes shall be promptly paid in full (including obligations to the Trustee and the Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the Trustee or performed, all its agent pursuant to and in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsthis Indenture, that same shall be promptly paid in full when due or performed in accordance with the terms of this Indenture. The Guarantors further agree that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this ‎‎Article Ten notwithstanding any extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due renewal of any amount so guaranteed or any performance so guaranteed for whatever reason, Note Obligation. All payments under each Note Guarantor, together with Holdings as described Guarantee will be made in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. U.S. dollars. (b) The Note Guarantors hereby agree that their obligations hereunder shall be unconditionalas if they were each principal debtor and not merely surety, unaffected by, and irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guaranteeof, any invalidity, irregularity or unenforceability of any Note Guarantee or this Indenture, the absence of any action failure to enforce the sameprovisions of any Note or this Indenture, any waiver waiver, modification or consent by any Holder of indulgence granted to the Notes Issuer with respect to any provisions hereof thereto by the Holders or thereofthe Trustee, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might may otherwise constitute a legal or equitable discharge or defense of a guarantorsurety or guarantor (except payment in full); provided that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall, without the written consent of the Guarantors, increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. Each Note Guarantor The Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersIssuer, any right to require a proceeding first that the Trustee pursue or exhaust its legal or equitable remedies against the IssuersIssuer prior to exercising its rights under a Note Guarantee (including, protestfor the avoidance of doubt, any right which a Guarantor may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on, or any other amount payable under, each Note prior to recourse against such Guarantor or its assets), protest or notice with respect to, any Note or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants each covenant that this their Note Guarantee, as the case may be, shall Guarantee will not be discharged with respect to any Note except by complete performance payment in full of the obligations contained principal thereof and interest thereon or as otherwise provided in the Notes and this Indenture, including ‎‎Section 10.04. Each If at any time any payment of principal of, premium, if any, interest, if any, or Additional Amounts, if any, on, such Note Guarantor is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. (c) The Guarantors also agrees agree to pay, in addition to the amount stated above, pay any and all costs and expenses (including reasonable attorneys’ fees and expensesfees) incurred by the Trustee or any Holder in enforcing any rights under this Section ‎‎Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Section 11.01 Guarantee. (a) Subject to this Article 1011, each of the Note Guarantors (other than the Quebec Guarantor) hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: : (a1) the principal of, premiumpremium and Additional Interest, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) Subject to this Article 11, the Quebec Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Subsidiary Guarantee of the New Brunswick Guarantor set forth in clause (a) of this Section 11.01 or the obligations of the Company or the New Brunswick Guarantor hereunder or thereunder, the prompt payment and performance when due of all obligations of the New Brunswick Guarantor under such Subsidiary Guarantee. Failing payment or performance when due of any obligation so guaranteed, the Quebec Guarantor will be obligated to pay or perform the same immediately. The Note Quebec Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (c) The Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee, as the case may be, shall Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesd) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantors, any amount paid by either to the Trustee or such Holder and Holder, this Note Subsidiary Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (e) Each Note Guarantor agrees that it shall will not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Guarantors for the purpose of this Note Subsidiary Guarantee. The Note Guarantors shall will have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureSubsidiary Guarantee.

Note Guarantees. Subject to this Article 10(a) Each Note Guarantor hereby fully, each of the Note Guarantors herebyunconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)Guarantor, to each Holder of a Note authenticated and delivered by the Trustee (i) the due and to the Trustee and its successors and assigns, irrespective punctual payment of the validity and enforceability principal of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on each Note, when and as the Notes same shall be promptly paid in full when duebecome due and payable, whether at Stated Maturitymaturity, by acceleration, redemption acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if to the extent lawful, and the due and punctual payment of all other Obligations obligations and due and punctual performance of all obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of such Note, this Indenture and thereof; any Registration Rights Agreement with respect to such Note, and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay otherwise (the same immediately“Guaranteed Obligations”). Each Note Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity Article X notwithstanding any extension or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence renewal of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuaranteed Obligation. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount amounts stated above, any and all costs and expenses (including reasonable attorneys’ counsel fees and expenses) incurred by the Trustee or any Holder the Holders in enforcing any rights under any Note Guarantee. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Section 10.01. If Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee is required by for the Guaranteed Obligations or any court of them; (v) the failure of any Holder to exercise any right or otherwise to return to remedy against any other Note Guarantor; or (vi) any change in the ownership of the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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. . (c) Each Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be made without set-off, counterclaim, reduction or diminution had by any Holder to any security held for payment of any kind or naturethe Guaranteed Obligations.

Note Guarantees. Subject to the provisions of this Article 10, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (a) the principal of, premium, if any, premium and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof of this Indenture and thereofthe Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, the Guarantors shall be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereofof this Indenture and the Notes, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this the Note Guarantee, as the case may be, Guarantees shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor The Notes also agrees to pay, shall be guaranteed in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred future as required by the Trustee or any Holder in enforcing any rights under this Section 10.014.14. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersCompany or Guarantors, Holdings, the Note Guarantors or any custodianCustodian, trusteeTrustee, liquidator or other similar official acting in relation to the Issuers, Holdings Company or any of the Note Guarantors, any amount paid by either to the Trustee or such Holder and this Note GuaranteeHolder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this these Note GuaranteeGuarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this these Note GuaranteeGuarantees. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the these Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee Trustee, and to the Trustee for itself and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (a1) the principal of, of (and premium, if any, ) and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by accelerationacceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), redemption or otherwisetogether with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b2) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due , subject, however, in the case of any amount so guaranteed or any performance so guaranteed for whatever reasonclauses (1) and (2) above, each Note Guarantor, together with Holdings as described to the limitation set forth in Article 11, shall be jointly and severally, obligated to pay the same immediatelySection 12.04 hereof. Each Note Guarantor hereby agrees (to the extent permitted by applicable law) that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Notes Note Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Note Guarantor also agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to payaccelerate the Maturity of the Notes, in addition to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, Trustee on the other hand, (x1) subject to this Article Twelve, the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Five hereof for the purposes of this the Note Guarantee, Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations obligation as provided in Article 6Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assignsGuarantor. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer for liquidation, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor Issuer 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 Issuers’, Holdings’ or any other Note GuarantorIssuer’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10, each of the (a) Each Note Guarantors hereby, Guarantor hereby jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated secured basis), as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by Holder, to the Trustee and to the Priority Lien Collateral Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: assigns (ai) the principal of, premium, if any, performance and interest on the Notes shall be promptly paid in full punctual payment when due, whether at Stated Maturity, by acceleration, redemption acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers to Issuer under this Indenture, the Holders or Notes and the Trustee hereunder or thereunder Priority Lien Security Documents, whether for payment of principal of, of premium, if any, or interest, interest on the Notes and all other monetary obligations of the Issuers Issuer under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer whether for fees, expenses, indemnification or other amounts owed by the Issuer under this Indenture, the Notes and the Priority Lien Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in case of whole or in part, without notice or further assent from any Note Guarantor, and that each Note Guarantor shall remain bound under this Article XII notwithstanding any extension of time of payment or renewal of any Notes or Guaranteed Obligation. (b) Each Note Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms Guaranteed Obligations and also waives notice of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed protest for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediatelynonpayment. Each Note Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes, the Priority Lien Security Documents or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Notes, the Priority Lien Security Documents or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes, the Priority Lien Security Documents or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Priority Lien Collateral Trustee for the Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b). Each Note Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Note Guarantors such that such Note Guarantor’s obligations would be less than the full amount claimed. (c) Each Note Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuer first be used and depleted as payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor hereby waives any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Note Guarantor. (d) Each Note Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection. ) and waives any right to require that any resort be had by any Holder, the Trustee or the Priority Lien Collateral Trustee to any security held for payment of the Guaranteed Obligations. (e) The Note Guarantors hereby agree that their Guarantee of each Note Guarantor is, to the extent and in the manner set forth in Article XII, equal in right of payment to all existing and future Priority Lien Obligations and all other senior Indebtedness of such Note Guarantor (including the ABL Lien Obligations), senior in right of payment to all existing and future subordinated Indebtedness of such Note Guarantor. (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Note Guarantor hereunder shall not be unconditionalsubject to any reduction, irrespective limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the validityinvalidity, regularity illegality or enforceability unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Note Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Priority Lien Collateral Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes, the Holdings GuaranteePriority Lien Security Documents or any other agreement, any Note Guarantee or this Indenture, the absence of any action to enforce the same, by any waiver or consent modification of any thereof, by any Holder default, failure or delay, willful or otherwise, in the performance of the Notes with respect obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any provisions hereof or thereof, extent vary the recovery risk of any judgment against the Issuers, Holdings Note Guarantor or would otherwise operate as a discharge of any Note Guarantor, any action to enforce Guarantor as a matter of law or equity. (g) Each Note Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuaranteed Obligations. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims further agrees that its Note Guarantee herein shall continue to be effective or be reinstated (together with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note security interest securing such Subsidiary Guarantee), as the case may be, shall not if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be discharged except restored by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to payany Holder, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or the Priority Lien Collateral Trustee upon the bankruptcy or reorganization of the Issuer or such Note Guarantor or otherwise. (h) In furtherance of the foregoing and not in limitation of any Holder in enforcing other right which any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersHolder, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder the Priority Lien Collateral Trustee has at law or in equity against any Note Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and this as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Note GuaranteeGuarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Priority Lien Collateral Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent theretofore dischargednot prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders, shall be reinstated in full force the Trustee and effect. the Priority Lien Collateral Trustee. (i) Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Note Guarantor further agrees that, as between the Note Guarantors and Holdingsit, on the one hand, and the Holders Holders, the Trustee and the Priority Lien Collateral Trustee, on the other hand, (xi) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 VI for the purposes of this the Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6VI, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors Guarantor for the purpose purposes of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Section 12.01. (j) Each Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee also agree to pay any and shall: all costs and expenses (1including reasonable out-of-pocket attorneys’ fees and expenses) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable incurred by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Priority Lien Collateral Trustee or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or Holder in enforcing any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part rights under this Section 12.01. (k) Upon request of the Issuers’Trustee or the Priority Lien Collateral Trustee, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any each Note Guarantor shall execute and deliver such further instruments and do such further acts as may be a general senior unsecured obligation reasonably necessary or proper to carry out more effectively the purpose of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturethis Indenture.

Note Guarantees. (a) Subject to this Article 10, each of the Note Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor severally, unconditionally and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee and its successors and assignsassigns and to the Notes Security Agent (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Notes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: : (a1) the principal of, and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, and premium, if any, if lawful, on the Notes (to the extent permitted by law) and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee or the Notes Security Agent hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Note Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, Indenture or by release in addition to accordance with the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes provisions of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureIndenture.

Note Guarantees. Subject to the provisions of this Article 10Twelve, each of the Note Guarantors hereby, jointly and severally with each other Note Subsidiary Guarantor and with Holdings, hereby irrevocably and unconditionally guarantees, jointly and severally, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assignsTrustee, irrespective on behalf of the validity Holders, (i) the due and enforceability punctual payment of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest and Liquidated Damages, if any, on each Note, when and as the Notes same shall be promptly paid in full when duebecome due and payable, whether at Stated MaturityMaturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interestand interest and Liquidated Damages, if any, on the Notes Notes, to the extent lawful, and the due and punctual performance of all other monetary obligations of the Issuers under this Indenture and Company to the Notes shall be promptly paid in full Holders or performed, the Trustee all in accordance with the terms hereof of such Note and thereof; this Indenture and (bii) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated MaturityMaturity or purchase upon a Change of Control Triggering Event or Asset Sale Offer, and whether by acceleration declaration of acceleration, a Change of Control Triggering Event, Asset Sale Offer, call for redemption or otherwiseotherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). Failing payment when due Without limiting the generality of any amount so guaranteed or any performance so guaranteed for whatever reasonthe foregoing, each Note Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Holders or the Trustee under the Notes and the Indenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay reorganization or similar proceeding involving the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionCompany. The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be absolute and unconditional, irrespective of the validityof, regularity or enforceability of the Notes, the Holdings Guaranteeand shall be unaffected by, any invalidity, irregularity or unenforceability of any such Note Guarantee or this Indenture, the absence of any action failure to enforce the sameprovisions of any such Note or this Indenture, any waiver waiver, modification or consent indulgence granted to the Company with respect thereto, by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance circumstances which might may otherwise constitute a legal or equitable discharge or defense of the Company or a surety or guarantor. Each Note Guarantor The Subsidiary Guarantors hereby waives waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency merger or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protestthe benefit of discussion, protest or notice with respect to any such Note or the Indebtedness evidenced thereby and all demands whatsoever (except as specified above), and covenants covenant that this Note Guarantee, as the case may be, shall Guaranteed Obligations will not be discharged as to any such Note except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebysuch Guaranteed Obligations and as provided in Sections 401, 1102, 1205 and 1206. Each Note Subsidiary Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, such Subsidiary Guarantor and the Holders and the Trustee, on the other handHolders, (xi) the maturity of the obligations guaranteed hereby Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of this Note GuaranteeFive, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyCompany or any other Subsidiary Guarantor in respect of the Guaranteed Obligations, and (yii) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 6Five, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor. In addition, without limiting the Note Guarantors foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on any Notes in respect of which the purpose Guaranteed Obligations provided for in this Article Twelve are not discharged. Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor's obligations under this Note Guarantee. The Note Guarantors shall have Indenture, or any other document or instrument including, without limitation, any right of reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to seek contribution take or receive from the Company, directly or indirectly, in cash or other property or in any non-paying Note Guarantor other manner, payment or Holdings so long as the exercise security on account of such right does not impair the claim or other rights. Each Subsidiary Guarantor shall be subrogated to all rights of the Holders under of the Note Guarantees. Each Notes pursuant to any Note Guarantee will against the Company in respect of any amounts paid by such Subsidiary Guarantor on account of such Note pursuant to the provisions of this Indenture; PROVIDED, HOWEVER, that no Subsidiary Guarantor shall be a continuing guarantee entitled to enforce or to receive any payment arising out of, or based upon such right of subrogation until the principal of (and shall: (1premium, if any) remain and interest on all Notes issued hereunder shall have been paid in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit Holders entitled thereto. If any amount shall be paid to any Subsidiary Guarantor in violation of this paragraph and the Guaranteed Obligations shall not have been paid in full, such amount shall be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue deemed to be effective should any petition be filed by or against the Issuers, Holdings or any Note have been paid to such Subsidiary Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’s assetsof, and shallheld in trust for the benefit of, the Holders, and shall forthwith be paid to the fullest extent permitted by law, continue to be effective or be reinstated, as Trustee. Each Subsidiary Guarantor acknowledges that it shall receive direct and indirect benefits from the case may be, if at any time payment and performance issuance of the Notes are, pursuant to applicable law, rescinded or reduced and that the waiver set forth in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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, this Section 1201 is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not knowingly made in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation contemplation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturebenefits.

Note Guarantees. Subject to this Article 10(a) The Guarantor, each of hereby unconditionally and irrevocably guarantees the Note Guarantors herebyNotes, jointly Hedge Agreements and severally with each other Note Guarantor the Obligations hereunder and with Holdingsthereunder, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Indenture Trustee and to the Indenture Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: : (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturitythe Legal Final Maturity Date, by accelerationacceleration or otherwise (including, redemption or otherwisewithout limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Indenture Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligationsObligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitythe Legal Final Maturity Date, by acceleration or otherwise. Failing payment when due The obligations of the Guarantor are direct, independent and primary obligations of the Guarantor and are irrevocable, absolute, unconditional, and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any amount so guaranteed other action, the pursuit of any remedies or any attempt to enforce performance so guaranteed for whatever reason, each Note of or compliance with the Obligations by the Issuer and the Guarantor, together with Holdings as described in Article 11and their respective successors, transferees or assigns, and shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is constitute a guarantee guaranty of payment and performance and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of binding upon the Guarantor and its successors and assigns and irrevocable without regard to the validity, regularity legality or enforceability of this Indenture or any other Basic Document, or the Noteslack of power or authority of the Issuer or the Guarantor to enter into this Indenture or any other Basic Document, the Holdings Guaranteeor any substitution, any Note Guarantee release or this Indenture, the absence exchange of any action to enforce the same, other guaranty or any waiver or consent by other security for any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same Obligations or any other circumstance which whatsoever (other than payment) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, and shall not be subject to any right of set off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Issuer, the Guarantor or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Each Note Without limiting the generality of the foregoing, the Guarantor hereby waives shall not have any right to terminate this guaranty, or to be released, relieved or discharged from its obligations hereunder except as provided in Section 11.1 hereof, and such obligations shall not be affected, diminished, modified or impaired for any reason whatsoever, including, without limitation, (i) the change, modification or amendment of any obligation, duty, guarantee, warranty, responsibility, covenant or agreement set forth in this Indenture, the granting of any extension of time for payment to the Issuer or any other surety, or any extension or renewal of the Issuer’s obligations under this Indenture, (ii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of any of the Issuer’s or the Guarantor’s assets, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization of or similar proceedings affecting the Issuer or the Guarantor or any of the assets of the Issuer or the Guarantor, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or non-exercise of any right, remedy or power with respect to the Obligations or this Indenture, (v) any merger or consolidation of the Issuer or the Guarantor into or with any other person or entity, the Issuer’s loss of its separate corporate identity or its ceasing to be an affiliate of the Guarantor, or (vi) the failure to give notice to the Guarantor of the occurrence of a default under the terms and provisions of this Indenture. (b) The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have now, or in the future, under law or in equity, to: (i) the notice of any waiver or extension granted to the Issuer; (ii) all notices which may be required by applicable statute, rule of law or otherwise to preserve any of the rights of the Noteholders against the Issuer, the Guarantor or any other person; (iii) require either that an action be brought against the Issuer or any other person or entity as a condition to proceeding against the Guarantor, or to require that action be first taken against any security given by the Issuer or the Guarantor; (iv) notice of (a) any Noteholder’s acceptance and reliance on this guaranty, (b) default or demand in the case of default, provided such notice or demand has been given to or made upon the Issuer or the Guarantor, and (c) any extensions or consents granted to the Issuer, the Guarantor or any other surety; (v) promptness, diligence, presentment, demand of payment, filing of claims payment or enforcement and any other notice with a court in the event of insolvency or bankruptcy respect to any of the IssuersObligations and this guaranty; (vi) require any election of remedies; (vii) require the marshalling of assets or the resort to any other security; (viii) except as otherwise expressly provided herein, claim any right to require other defense, contingency, circumstance or matter which might constitute a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance legal or equitable discharge of a surety or guarantor; (ix) any defense based on or arising out of the obligations contained in voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, receivership, or other similar proceeding affecting the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition Issuer; or (x) any defense related to the amount stated aboveaddition, substitution or partial or entire release of any and all costs and expenses guarantor, maker or other party (including reasonable attorneys’ fees the Issuer and expensesthe Guarantor) incurred primarily or secondarily liable or responsible for the performance and observance of any of the terms set forth in this Indenture and the other Basic Documents or by the Trustee any extension, waiver, amendment or any Holder in enforcing any rights under this Section 10.01. action whatsoever which may release a guarantor (other than performance). (c) If any Holder Noteholder or the Indenture Trustee is required by any court or otherwise to return to the IssuersIssuer or the Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note GuarantorsGuarantor, any amount paid either by any of them to the Indenture Trustee or such Holder and this Noteholder, the Note GuaranteeGuarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it This paragraph (c) shall not remain effective notwithstanding any contrary action which may be entitled taken by the Indenture Trustee or any Noteholder in reliance upon such amount required to any right be returned. This paragraph (c) shall survive the termination of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Note this Indenture. (d) The Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantor, on the one hand, and the Holders and the Indenture Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of this the Note GuaranteeGuarantee of the Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6V hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights Guarantee of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. (a) Subject to this Article 10, each of the Note Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor severally, unconditionally and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee and its successors and assignsassigns and to the Notes Security Agent (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Notes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: : (a1) the principal of, and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, and premium, if any, if lawful, on the Notes (to the extent permitted by law) and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee or the Notes Security Agent hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Note Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Trustee, or the Trustee Notes Security Agent is required by any court or otherwise to return to or for the Issuers, Holdingsbenefit of the Issuer, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee Trustee, the Notes Security Agent, or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each Note . (d) Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall will not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders Holders, the Notes Security Agent, and the Trustee, on the other hand, , (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6, 6 hereof such obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall will have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall:Guarantee. (1e) remain Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Notes Security Agent in full force and effect until payment in full of all the guaranteed obligations;enforcing any rights under this Section 10.01. (2f) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer for liquidation, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor Issuer 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 Issuers’, Holdings’ or any other Note GuarantorIssuer’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee Notes or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10(a) Each Guarantor hereby jointly and severally, each fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyIssuer hereunder and thereunder, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (ai) the principal of, of and premium, if any, any and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Guarantor. (c) Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01. of the Holders. (d) If any Holder or the Trustee is required by any court or otherwise to return to the IssuersIssuer or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings Issuer or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it This paragraph (d) shall not be entitled to remain effective notwithstanding 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby contrary action which may be accelerated as provided taken by the Trustee or any Holder in Article 6 for reliance upon such amount required to be returned. This paragraph (d) shall survive the purposes termination of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureIndenture.

Note Guarantees. (a) Subject to the provisions of --------------- this Article 10XI, each of the Note Guarantors herebyPerson who shall become a Guarantor shall, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: Holders (ai) the principal of, premium, if any, due and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for punctual payment of principal of, premium, if any, interest and Liquidated Damages, if any, in full on each Note when and as the same shall become due and payable whether at Stated Maturity, by declaration of acceleration, in connection with a Change of Control Offer, Asset Sale Offer or interestredemption, or otherwise, (ii) the due and punctual payment of interest on the Notes overdue principal of, premium, if any, interest and Liquidated Damages, if any, in full on the Notes, to the extent permitted by law, and (iii) the due and punctual performance of all other monetary obligations Obligations of the Issuers under this Indenture Company and the Notes shall be promptly paid in full other Guarantors to the Holders or performedthe Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms hereof of the Notes and thereof; and (b) in this Indenture. In case of the failure of the Company punctually to make any extension of time of such principal or interest payment or renewal the failure of any Notes the Company or any of other Guarantor to perform any such other obligationsObligation, that each Guarantor shall cause any such payment to be made punctually when and as the same shall be promptly paid in full when become due or performed in accordance with the terms of the extension or renewaland payable, whether at Stated MaturityMaturity by declaration of acceleration, by acceleration in connection with a Change of Control Offer, Asset Sale Offer or redemption or otherwise. Failing , and as if such payment when due were made by the Company and to perform any such other Obligation of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same Company immediately. Each Guarantor shall pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under these Note Guarantor agrees that Guarantees. The Note Guarantees under this is a guarantee Article XI shall be guarantees of payment and not a guarantee of collection. . (b) The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor Company hereby waives and each Guarantor shall waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the IssuersCompany or any other Guarantor, any right to require a proceeding first against the IssuersCompany or any other Guarantor, protest, protest or notice with respect to the Notes or the Indebtedness evidenced thereby and all demands whatsoever whatsoever, and covenants that this the Note Guarantee, as the case may be, shall Guarantees will not be discharged except by complete performance of the obligations Obligations contained in the Notes Notes, in this Indenture and pursuant to the Note Guarantees. (c) Each Guarantor shall waive and relinquish: (i) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company, the Subsidiaries of the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against such Guarantor; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture. Each Note ), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of any of the Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, or any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against any Guarantor also agrees to payfor reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) any defense arising because of a Benefited Party's election, in addition to any proceeding instituted under the amount stated aboveBankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any and all costs and expenses defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law. (including reasonable attorneys’ fees and expensesd) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, Each Guarantor shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees agree that, as between the Note Guarantors and Holdingssuch Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (xi) for purposes of the relevant Note Guarantee, the maturity of the obligations guaranteed hereby Obligations Guaranteed by such Note Guarantee may be accelerated as provided in Article 6 for the purposes of this Note GuaranteeVI, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (yii) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations Obligations (whether or not due and payable) such Obligations shall forthwith become due and payable by the Note Guarantors such Guarantor for the purpose purposes of this such Note Guarantee. . (e) The Note Guarantors Guarantees shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or shall be reinstated, as the case may be, if at any time payment and performance any payment, or any part thereof, of principal of, premium, if any, or interest or Liquidated Damages, if any, on any of the Notes are, pursuant to applicable law, is rescinded or reduced in amount, or must otherwise be restored or returned by the Holders or the Trustee upon the insolvency, bankruptcy or reorganization of the Company or any obligee on of the Notes, the Holdings Guarantee or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwiseGuarantors, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note . (f) Each Guarantor shall be subrogated to all rights of the Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Note Guarantees or this Indenture; provided, however, that -------- ------- a general senior unsecured obligation of such Guarantor shall not be entitled to enforce or to receive any payments until the principal of, premium, if any, interest and Liquidated Damages, if any, on all Notes issued hereunder shall have been paid in full. (g) Each Guarantor shall specifically designate the relevant Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Guarantee as Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect for purposes of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturethis Indenture.

Note Guarantees. (a) Subject to this Article 10, each of the Note Guarantors hereby, as primary obligor and not merely as a surety, jointly and severally with each other Note Guarantor severally, unconditionally and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and (or the Authenticating Agent), to the Trustee and its successors and assignsassigns and to the Notes Security Agent (on behalf of and for the benefit of the Holders, for the purpose of this Article 10, and not in its individual capacity, but solely in its role as representative of the Holders in holding and enforcing the Notes Collateral and the Notes Security Documents), irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: : (a1) the principal of, and premium, if any, and interest on on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesinterest, and premium, if any, if lawful, on the Notes (to the extent permitted by law) and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee or the Notes Security Agent hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors . (b) Each Guarantor hereby agree agrees that their its obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action or any delay or omission to assert any claim or to demand or enforce the sameany remedy hereunder or thereunder, any waiver waiver, surrender, release or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment in full of all the Obligations of the Issuer hereunder and under the Notes). Each Note Guarantor hereby waives waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder Holder, the Trustee, or the Trustee Notes Security Agent is required by any court or otherwise to return to or for the Issuers, Holdingsbenefit of the Issuer, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid by either the Issuer or the Guarantors to the Trustee Trustee, the Notes Security Agent, or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each Note . (d) Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall will not be entitled to 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 Note 124 Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders Holders, the Notes Security Agent, and the Trustee, on the other hand, , (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6, 6 hereof such obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall will have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall:Guarantee. (1e) remain Each Guarantor also agrees to pay any and all costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Notes Security Agent in full force and effect until payment in full of all the guaranteed obligations;enforcing any rights under this Section 10.01. (2f) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the IssuersIssuer for liquidation, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor Issuer 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 Issuers’, Holdings’ or any other Note GuarantorIssuer’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee Notes or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Section 11.01 The Note Guarantee and Future Note Guarantees. (a) Subject to this Article 1011, each of the Note any and all Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)guarantee, to each Holder of a Note authenticated and delivered by the Trustee Authenticating Agent and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: : (a1) the principal of, premiumpremium on, if any, interest and interest on Additional Amounts, if any, on, the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, interest and Additional Amounts, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee and the Security Agent hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall any and all Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note . (b) Subject to this Article 11, any and all Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorIssuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersIssuer, any right to require a proceeding first against the IssuersIssuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay. (c) If any Holder, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee Security Agent is required by any court or otherwise to return to the Issuers, HoldingsIssuer, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Issuer or the Note Guarantors, any amount paid by either to the Trustee or the Security Agent or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. . (d) Each Note Guarantor agrees that it shall will not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 66 hereof, such obligations (whether or not due and payable) shall will forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall will have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Note Guarantees. (a) Subject to this Article 1011, each of the Note Subsidiary Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: : (a1) the principal of, premium, if any, on, and interest interest, if any, on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notesof, premium on, if any, and interest, if any, on, the Notes, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and and (b2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall the Subsidiary Guarantors will be jointly and severally, severally obligated to pay the same immediately. Each Note Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. . (b) The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this Note Guarantee, as the case may be, shall Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses . (including reasonable attorneys’ fees and expensesc) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder and Holder, this Note Guarantee, to the extent theretofore discharged, shall will be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject Each Guarantor that executes this Indenture or a supplemental indenture agreeing to this Article 10be bound hereby, each of the Note Guarantors herebyas primary obligor and not merely as surety, hereby fully, unconditionally and irrevocably guarantees on a [senior][subordinated] unsecured basis, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis)severally, to each Holder of a Note authenticated and delivered by the Trustee Notes of each series and to the Trustee Trustee, the Agents and its their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: assigns (a) the principal of, premium, if any, full and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue punctual payment of principal of and interest on the Notes, if any, if lawful, and all other Obligations Notes of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of each such other obligations, that same shall be promptly paid in full series when due or performed in accordance with the terms of the extension or renewaldue, whether at Stated Maturity, by acceleration or otherwise, and all other monetary obligations of the Issuer under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this Indenture and the Notes of each such series (all such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Failing payment when due Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any amount so guaranteed Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Issuer, any other Guarantor or any performance so guaranteed for whatever reasonother Person under this Indenture, each Note the Notes of any series or any other agreement or otherwise; (b) any extension or renewal of any obligation of the Issuer under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 10.05, any change in the ownership of such Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby ) and waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuersthat any resort be had by any Holder, protest, notice and all demands whatsoever and covenants that this Note Guarantee, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or Agents to any Holder in enforcing any rights under this Section 10.01. If any Holder or security held for payment of the Trustee is required by any court or otherwise to return to the Issuers, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effectGuaranteed Obligations. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdings, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of this Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each that its Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee herein shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 payment, or any part thereof, of the Notes are, pursuant to applicable law, principal of or interest on any Guaranteed Obligation is rescinded or reduced in amount, or must otherwise be restored or returned by any obligee Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Issuer or otherwise. Each Guarantor further agrees that, as between it, on the Notesone hand, and the Holders, the Holdings Guarantee or Note GuaranteesTrustee and the Agents, whether on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as a “voidable preference,” “fraudulent transfer” or otherwise, all as though provided in Article 6 for the purposes of 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantor’s Note Guarantee shall be invalidherein, illegal notwithstanding any stay, injunction or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of other prohibition preventing such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor acceleration in respect of its Note Guarantee shall be made without set-offthe Guaranteed Obligations, counterclaim, reduction or diminution and (y) in the event of any kind declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or naturenot due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Agents or any Holder in enforcing any rights under this Section 10.01.

Note Guarantees. Subject to this Article 10the provisions of Section 1204 hereof, each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Note Guarantors herebyCompany hereunder and thereunder, jointly and severally with the obligations of each other Note Guarantor hereunder and with Holdingsthereunder, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective on behalf of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereundersuch Holder, that: (a) the principal of, premiumof (and premium and Liquidated Damages, if any, ) and the interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwiseotherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the overdue principal of and interest on the Notes, if any, if extent lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; , and (b) in case of any extension of time of payment or renewal of any Notes or of any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due Each of any amount so guaranteed or any performance so guaranteed for whatever reason, each the Note Guarantor, together with Holdings as described in Article 11, Guarantees shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors Each Guarantor hereby agree agrees that their its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Note Guarantor hereby waives the benefits of diligence, presentment, demand of for payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany or any other Person, protest, notice and all demands whatsoever and covenants that this the Note Guarantee, as the case may be, shall Guarantee of such Guarantor will not be discharged as to any Note except by complete performance of the obligations contained in the Notes such Note and such Note Guarantee or as provided for in this Indenture. Each Note Guarantor also of the Guarantors hereby agrees to paythat, in addition the event of a default in payment of principal (or premium or Liquidated Damages, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Note Guarantee without first proceeding against the Company or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the amount stated above, any that would otherwise have been due and all costs payable had such rights and expenses (including reasonable attorneys’ fees and expenses) incurred remedies been permitted to be exercised by the Trustee or any Holder in enforcing any rights under this Section 10.01of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the IssuersCompany or any Guarantor, Holdings, the Note Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Guarantorsany Guarantor, any amount paid either by any of them to the Trustee or such Holder and this Holder, the Note GuaranteeGuarantee of each of the Guarantors, to the extent theretofore at, as discharged, shall be reinstated in full force and effect. Each Note Guarantor agrees that it shall not be entitled to 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 Note Guarantor further agrees that, as between the Note Guarantors and Holdingseach Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 V hereof for the purposes of this the Note GuaranteeGuarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y2) in the event of any declaration of acceleration of such obligations as provided in Article 6V hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors each Guarantor for the purpose of this the Note Guarantee. The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor or Holdings so long as the exercise Guarantee of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guarantees. Subject to this Article 10Ten, each of the Note Subsidiary Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, whether at Stated Maturitymaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of of, premium, if any, and interest on the Notes, if any, if lawful, and all other Obligations obligations of the Issuers Company to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturitystated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, the Subsidiary Guarantors shall be jointly and severally, severally obligated to pay the same immediately. Each Note Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note GuarantorCompany, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the IssuersCompany, any right to require a proceeding first against the IssuersCompany, protest, notice and all demands whatsoever and covenants covenant that this the Note Guarantee, as the case may be, Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees Indenture or pursuant to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.0110.03. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, HoldingsCompany, the Note Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers, Holdings Company or the Note Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder and this Holder, the Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Note Subsidiary Guarantor agrees that it shall not be entitled to 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 Note Subsidiary Guarantor further agrees that, as between the Note Guarantors and HoldingsSubsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 Six for the purposes of this the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6Six, such obligations (whether or not due and payable) shall forthwith become due and payable by the Note Subsidiary Guarantors for the purpose of this the Note Guarantee. The Note Subsidiary Guarantors shall have the right to seek contribution from any non-paying Note Subsidiary Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or natureGuarantee.

Note Guarantees. Subject to this Article 10, each of the Note Guarantors hereby, The New Guarantor hereby jointly and severally with each other Note Guarantor --------------- unconditionally and with Holdings, irrevocably and unconditionally guarantees, on as a senior unsecured basis (Holdings on an unsecured senior subordinated basis)primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: assigns (ai) the full and punctual payment of principal of, premiumof and interest and Additional Amounts, if any, on and interest on liquidated damages in respect of the Notes shall be promptly paid in full Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for expenses, indemnification or otherwise under the Indenture and the Notes Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The New Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the New Guarantor, and that the New Guarantor shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of remain bound under this Supplemental Indenture notwithstanding any extension of time of payment or renewal of any Notes Guaranteed Obligation. The New Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The New Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the New Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under the Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of such them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms guarantor of the extension Guaranteed Obligations; or renewal(f) any change in the ownership of the New Guarantor, whether at Stated Maturity, by acceleration or otherwiseexcept as provided in Section 1(b)(ii). Failing payment when due of The New Guarantor hereby waives any amount so guaranteed or right to which it may be entitled to have its obligations hereunder divided among any performance so guaranteed for whatever reason, each other Note Guarantor, together with Holdings such that the New Guarantor's obligations would be less than the full amount claimed. The New Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as described in Article 11, shall payment of the Issuers' or the New Guarantor's obligations hereunder prior to any amounts being claimed from or paid by the New Guarantor hereunder. The New Guarantor hereby waives any right to which it may be jointly and severally, obligated entitled to pay require that the same immediatelyIssuers be sued prior to an action being initiated against the New Guarantor. Each Note The New Guarantor further agrees that this is its Note Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby ) and waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b) and 10.01 of the Indenture and Section 1(b) herein, the obligations of the New Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the New Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Note Guarantor or would otherwise operate as a proceeding first against discharge of any Note Guarantor as a matter of law or equity. The New Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Issuers, protest, notice and all demands whatsoever and covenants Guaranteed Obligations. The New Guarantor further agrees that this its Note GuaranteeGuarantee herein shall continue to be effective or be reinstated, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to payif at any time payment, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing part thereof, of principal of or interest on any rights under this Section 10.01. If Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee is required upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the New Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest or Additional Amounts, if any, on any court Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise otherwise, or to return to the Issuers, Holdingsperform or comply with any other Guaranteed Obligation, the Note Guarantors New Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or any custodiancause to be paid, trustee, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or such Holder and this Note Guaranteecash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent theretofore discharged, shall be reinstated in full force not prohibited by law) and effect(iii) all other monetary obligations of the Issuers to the Holders and the Trustee. Each Note The New Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed Obligations guaranteed hereby until payment in full of all obligations guaranteed herebyGuaranteed Obligations. Each Note The New Guarantor further agrees that, as between the Note Guarantors and Holdingsit, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this any Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations Guaranteed Obligations as provided in Article 66 of the Indenture, such obligations Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors New Guarantor for the purpose purposes of this Note GuaranteeSection 1(a). The Note Guarantors shall have New Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the right to seek contribution from Trustee or any non-paying Note Guarantor or Holdings so long as the exercise Holder in enforcing any rights under this Section 1(a). Upon request of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: (1) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable by the Trustee, the Holders New Guarantor shall execute and their successors, transferees deliver such further instruments and assigns. Each Note Guarantee shall remain in full force and effect and continue do such further acts as may be reasonably necessary or proper to be effective should any petition be filed by or against carry out more effectively the Issuers, Holdings or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part purpose of the Issuers’, Holdings’ or any other Note Guarantor’s assets, Indenture 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or naturethis Supplemental Indenture.

Note Guarantees. Subject to this Article 10X, from and after the Issue Date, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdingsseverally, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers Issuer hereunder or thereunder, that: (a) the full and punctual payment of principal of, premium, premium (if any, ) and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by accelerationor upon redemption, redemption required repurchase pursuant to Section 4.7 or Section 4.11 hereof, acceleration or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of owing by the Issuers Issuer under this Indenture (including obligations owing to the Trustee) and the Notes shall (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be promptly paid extended or renewed, in full whole or performedin part, all in accordance with without notice or further assent from the terms hereof Guarantors, and thereof; and (b) in case of that the Guarantors will remain bound under this Article X notwithstanding any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwiseObligation. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, the Guarantors shall be jointly and severally, severally obligated to promptly pay the same immediatelysame. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. All payments under each Note Guarantee will be made in U.S. dollars. The Note Guarantors hereby agree that their waive presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waive notice of protest for nonpayment. The Guarantors waive notice of any Default under the Notes or the Obligations. The obligations of the Guarantors hereunder shall not be unconditionalaffected by: (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, irrespective of the validity, regularity or enforceability of the Notes, the Holdings GuaranteeNote Guarantees or any other agreement or otherwise; (ii) any extension or renewal of any Obligation; (iii) any rescission, waiver, amendment, modification or supplement of any Note Guarantee of the terms or provisions of this IndentureIndenture (other than this Article X), the absence Notes, the Note Guarantees or any other agreement; (iv) the release of any action to enforce the samesecurity, any waiver or consent if any, held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; (vi) any change in the ownership of the Issuer; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity, except for payment of the Notes with respect to any provisions hereof or thereofin full. The Guarantors, the recovery of any judgment against the Issuersjointly and severally, Holdings or any further agree that their Note Guarantor, any action to enforce the same or any other circumstance which might otherwise Guarantees herein constitute a legal or equitable discharge or defense guarantee of payment when due (and not a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand guarantee of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, collection) and waive any right to require a proceeding first against that any resort be had by any Holder or the IssuersTrustee to security, protestif any, notice held for payment of the Obligations. The obligations of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (except to the extent provided in Section 10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and all demands shall not be subject to any defense, setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. The Guarantors, jointly and covenants severally, further agree that this their Note GuaranteeGuarantees herein shall continue to be effective or be reinstated, as the case may be, shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. Each Note Guarantor also agrees to payif at any time payment, in addition to the amount stated above, any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing part thereof, of any rights under this Section 10.01. If Obligation is rescinded or must otherwise be restored by any Holder or the Trustee is upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Issuer to pay any Obligation when and as the same shall become due, whether at Stated Maturity, upon redemption, required by any court repurchase, acceleration or otherwise to return to the Issuers, Holdingsotherwise, the Note Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or any custodiancause to be paid, trusteein cash, liquidator or other similar official acting in relation to the Issuers, Holdings or the Note Guarantors, any amount paid either to the Trustee or an amount equal to the sum of (i) the unpaid principal amount of such Holder Obligations, (ii) accrued and this Note Guarantee, unpaid interest on such Obligations (but only to the extent theretofore discharged, shall be reinstated in full force not prohibited by law) and effect. Each Note Guarantor agrees that it shall not be entitled to any right (iii) all other monetary Obligations of subrogation in relation the Issuer to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed herebyand the Trustee. Each Note Guarantor further agrees The Guarantors, jointly and severally, agree that, as between the Note Guarantors and HoldingsGuarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby Obligations may be accelerated as provided in Article 6 VI for the purposes of this the Note GuaranteeGuarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyObligations, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article 6VI, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose purposes of this Note GuaranteeSection 10.1. The Note Guarantors shall have the right Guarantors, jointly and severally, also agree to seek contribution from pay any non-paying Note Guarantor or Holdings so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees. Each Note Guarantee will be a continuing guarantee and shall: all costs and expenses (1including reasonable attorneys’ fees) remain in full force and effect until payment in full of all the guaranteed obligations; (2) subject to Section 10.06(a), be binding upon each such Note Guarantor and its successors; and (3) inure to the benefit of and be enforceable incurred by the Trustee, the Holders and their successors, transferees and assigns. Each Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers, Holdings Trustee or any Note Guarantor for liquidation or reorganization, should the Issuers, Holdings or Holder in enforcing any Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’, Holdings’ or any other Note Guarantor’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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, the Holdings Guarantee or Note Guarantees, 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 Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired therebyrights under this Section 10.1. The Note Guarantee issued by any Note Guarantor shall be a general senior unsecured obligation of such Note Guarantor and shall be pari passu in right of payment with all existing and future Senior Pari Passu senior Indebtedness of such Note Guarantor, if any. Each payment to be made by a Note Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.