Common use of NOTE GUARANTEES Clause in Contracts

NOTE GUARANTEES. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and the Securities 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 Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each 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 Guarantor, and that each such Guarantor shall remain bound under this Article 12 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each 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 jointly and severallyirrevocably Guarantees (collectively, irrevocably and unconditionally guaranteesthe “Note Guarantees”), as a primary obligor and not merely as a surety, on a senior unsecured basis to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Issuers under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and or in respect of the Securities 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 Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each 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 each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Subject to the limitations set forth in Schedule 10.1, each Guarantor hereof hereby jointly and severallyirrevocably Guarantees (collectively, irrevocably and unconditionally guaranteesthe “Note Guarantees”), as a primary obligor and not merely as a surety, on a senior unsecured basis to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Issuers under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and or in respect of the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for payment obligations resulting from a Change of Control Triggering Event, fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each 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 each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each 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 jointly and severallyirrevocably Guarantees (collectively, irrevocably and unconditionally guaranteesthe “Note Guarantees”), as a primary obligor and not merely as a surety, on a senior basis to each Holder Holder, the Collateral Agents (on behalf of and for the benefit of Holders, for the purpose of this Article 10, and not in their individual capacities, but solely in their roles as representatives of the Holders in holding and enforcing the Collateral and the Security Documents), and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Issuers under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and or in respect of the Securities 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 Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each 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 each such Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 ‎‎Article Ten notwithstanding any extension or renewal of any Guaranteed Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably and unconditionally guaranteesguarantees on a senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Issuer under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of on, the Securities Notes and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all of the foregoing being hereinafter collectively 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 12 XII notwithstanding any extension or renewal of any Guaranteed ObligationObligations.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably and unconditionally guaranteesguarantees on a senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of on, the Securities Notes and all other monetary obligations of the Issuers Company under this Indenture and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (all of the foregoing being hereinafter collectively 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 12 XII notwithstanding any extension or renewal of any Guaranteed ObligationObligations.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably severally and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or Additional Interest, if any, or interest on in respect of the Securities and all other monetary obligations (to the fullest extent permitted by applicable law) of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each To the fullest extent permitted by applicable law, 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, on a senior secured basis, as a primary obligor and not merely as a surety, to each Holder Holder, to the Trustee and to the Priority Lien Collateral Trustee and its successors and assigns (i) the full performance and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Issuers Issuer under this Indenture (including obligations to Indenture, the Trustee) Notes and the SecuritiesPriority Lien Security Documents, whether for payment of principal of, of premium, if any, or interest on in respect of the Securities Notes and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Issuer whether for fees, expenses, indemnification or otherwise other amounts owed by the Issuer under this Indenture Indenture, the Notes and the Securities 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 whole or in part, without notice or further assent from each such any Note Guarantor, and that each such Note Guarantor shall remain bound under this Article 12 XII notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby ---------------- jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or liquidated damages, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (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 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 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably severally and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or additional interest, if any, or interest on in respect of the Securities and all other monetary obligations (to the fullest extent permitted by applicable law) of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each To the fullest extent permitted by applicable law, 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 12 XI notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in 122 this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premiuminterest on or Additional Interest, if any, or interest on in respect of the Securities Notes and all other monetary obligations of the Issuers Company under this Indenture and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (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 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably and unconditionally guaranteesguarantees on a senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption 105 or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of the Securities Notes and all other monetary obligations of the Issuers Company under this Indenture and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (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 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 12 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or liquidated damages, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (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 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each DonJoy and each other Note Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on or liquidated damages in respect of the Securities and all other monetary obligations (to the extent permitted by law) of the Issuers under this Indenture and the Securities 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 Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each To the fullest extent permitted by applicable law, 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably severally and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or liquidated damages, if any, or interest on in respect of the Securities and all other monetary obligations (to the fullest extent permitted by applicable law) of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each To the fullest extent permitted by applicable law, 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby ---------------- jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, of or interest on in respect of the Securities and all other monetary obligations of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (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 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, of or interest on in respect of the Securities and all other monetary obligations of the Issuers Company under this Indenture and the Securities Securities, and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company, whether for fees, expenses, indemnification or otherwise otherwise, under this Indenture and the Securities (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 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 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or liquidated damages, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers Company under this Indenture and the Securities Securities, and (ii11) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company, whether for fees, expenses, indemnification or otherwise otherwise, under this Indenture and the Securities (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 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 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full 117 Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each Note Guarantor hereby ---------------- jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or liquidated damages, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other monetary obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (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 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 12 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Note Obligation.. All payments under each Note Guarantee will be made in U.S. dollars. 123

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the 134 Guarantors shall remain bound under this Article 12 Ten notwithstanding any extension or renewal of any Guaranteed Note Obligation. All payments under each Note Guarantee will be made in U.S. dollars.

NOTE GUARANTEES. (a) Each Guarantor hereby jointly The Guarantors, either by execution of this Indenture or a Supplemental Indenture, fully and, subject to the limitations on the effectiveness and severally, irrevocably and unconditionally guaranteesenforceability set forth in this Indenture or such Supplemental Indenture, as applicable, unconditionally guarantee, on a primary obligor joint and not merely as a surety, several basis to each Holder and to the Trustee and its successors and assigns (i) on behalf of each Holder, the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers Issuer under this Indenture and the Securities Notes (including obligations to the Trustee and (iithe Security Agent and the obligations to pay Additional Amounts, if any) with respect to, each Note authenticated and delivered by the full Trustee or its agent pursuant to and punctual performance within applicable grace periods in accordance with this Indenture, in accordance with the terms of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Note Obligations”). Each Guarantor The Guarantors further agrees agree that the Guaranteed Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, the Guarantors and that each such Guarantor the Guarantors shall remain bound under this Article 12 ‎‎Article Ten notwithstanding any extension or renewal of any Guaranteed Note Obligation.. All payments under each Note Guarantee will be made in U.S. dollars. 131

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably severally and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premiuminterest on or additional interest, if any, or interest on in respect of the Securities and all other monetary obligations (to the fullest extent permitted by applicable law) of the Issuers Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each To the fullest extent permitted by applicable law, 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 12 XI notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each 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 jointly and severallyIrrevocably Guarantees (collectively, irrevocably and unconditionally guaranteesthe “Note Guarantees”), as a primary obligor and not merely as a surety, on a senior basis to each Holder Holder, the Collateral Agents (on behalf of and for the benefit of Holders, for the purpose of this Article 10, and not in their individual capacities, but solely in their roles as representatives of the Holders in holding and enforcing the Collateral and the Security Documents), and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption acceleration or otherwise, of all payment obligations of the Issuers under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and or in respect of the Securities 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 Securities Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Any such Note Guarantor further farther 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 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, irrevocably and unconditionally guaranteesguarantees on a senior basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the SecuritiesNotes, whether for payment of principal of, premium, if any, or interest on in respect of the Securities Notes and all other monetary obligations of the Issuers Company under this Indenture and the Securities Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities Notes (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 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 12 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) Each Note Guarantor hereby jointly and severally, severally irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, of or interest on in respect of the Securities and all other monetary obligations of the Issuers Company under this Indenture and the Securities Securities, and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers Company, whether for fees, expenses, indemnification or otherwise otherwise, under this Indenture and the Securities (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 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 12 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

NOTE GUARANTEES. (a) With the exception of any Non-Guarantor Subsidiaries, each Domestic Subsidiary of the Company as of the date hereof, will act as a Guarantor. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, on an unsecured senior subordinated basis (i) the full and punctual payment of principal of, and premium and Liquidated Damages, if any, and interest on the Securities when due, whether at Stated Maturitymaturity, by acceleration, by redemption redemption, by required repurchase or otherwise, and interest on the overdue principal of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and interest on the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities if lawful, and all other monetary obligations of the Issuers Company and the Guarantors under this Indenture and the Securities 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 Company and the Guarantors under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without further notice or further assent from each such Guarantor, Guarantor and that each such Guarantor shall will remain bound under this Article 12 Fourteen notwithstanding any extension or renewal of any Guaranteed Obligation.