Common use of Execution and Delivery of Guarantees Clause in Contracts

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities shall be in the form set forth in Exhibit B. Each of the Guarantors hereby agrees to execute its Guarantee in such form, to be endorsed on each Security authenticated and delivered by the Trustee. Each Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, Chief Financial Officer or Vice Presidents and any authorized signatories for any Guarantors that are not corporations. The signature of any or all of these officers on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.

Execution and Delivery of Guarantees. The Guarantees To evidence its guarantees under this Guaranty with respect to Securities of or within any series issued by the Issuer after the date hereof that are specified, as contemplated by Section 3.01 of the Indenture, to be endorsed on the Securities shall be in the form set forth in Exhibit B. Each of the Guarantors guaranteed by ASII, ASII hereby agrees to execute its Guarantee a confirmation of guaranty (each a, “Confirmation of Guaranty”), in the form of Appendix I attached hereto or such formother form as shall be established in one or more indentures supplemented hereto or approved from time to time by or pursuant to a Board Resolution, to be endorsed on each Security of such series authenticated and delivered made available for delivery by the Trustee. Each Guarantee such Confirmation of Guaranty shall be executed on behalf of each respective Guarantor ASII by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, or its Vice Chairman of the Board of DirectorsBoard, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents Presidents, or by its Treasurer or one of its Assistant Treasurers and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee each Confirmation of Guaranty may be manual or facsimile. A Guarantee Each Confirmation of Guaranty bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a Guarantor ASII shall bind such GuarantorASII, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Securities upon which such Guarantee Confirmation of Guaranty is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIISecurities. The delivery of any Security Securities by the Trustee, after the date hereof and after the authentication thereof hereunderunder the Indenture, shall constitute due delivery of the Guarantee each Confirmation of Guaranty endorsed thereon on behalf of the GuarantorsASII. Each of the Guarantors ASII hereby jointly and severally agrees that its Guarantee guarantees set forth in Section 13.01 this Guaranty shall remain in full force and effect notwithstanding any failure to endorse on each security a Guarantee notation of such Confirmation of Guaranty. No Confirmation of Guaranty on any SecuritySecurities of a series heretofore issued shall be required to evidence ASII’s guaranty thereof pursuant to this Guaranty.

Execution and Delivery of Guarantees. The Guarantees Guarantee to be endorsed on the Securities of each series shall be in include or incorporate by reference the form terms of the Guarantee set forth in Exhibit B. Each of the Guarantors Section 1401 and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees to execute its Guarantee Guarantee, in such forma form set forth in or established pursuant to Section 201, to be endorsed on each Security authenticated and delivered by the Trustee. Each The Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, its Vice Chairman of the Board of DirectorsBoard, its President or its Vice President, Chief Financial Officer under its corporate seal reproduced thereon attested by its Secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsone of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any or all of these officers such officer on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures signature of individuals an individual who were at any time of the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed Guarantees or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantor by its execution of this Indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to confirm the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by the Corporation's execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

Execution and Delivery of Guarantees. The Guarantees To evidence its Guarantee of the Notes set forth in Section 11.01, each Guarantor party to be endorsed this Indenture on the Securities shall be date hereof hereby agrees to execute the Guarantee of the Notes substantially in the form set forth in Exhibit B. Each of the Guarantors hereby agrees to execute its Guarantee in such form, Section 2.03 to be endorsed on each Security Note authenticated and delivered by the Trustee. Each such Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, Chief Financial Officer or Vice Presidents Guarantors and any authorized signatories for any Guarantors that are not corporations. The signature of any or all of these officers on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices dated as set forth in Section 2.04 prior to the authentication of the Note on which it is endorsed, and the delivery of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon such Guarantees on behalf of each of the Guarantors. Each To the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a Guarantee in the form of Exhibit D hereto and a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which such Subsidiary shall become a Guarantor under this Article Eleven and shall Guarantee the obligations of the Guarantors hereby jointly Company under this Indenture, the Notes and severally agrees the Security Documents. Concurrently with the execution and delivery of such Guarantee and such supplemental indenture, such Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor’s Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse terms. If an Officer whose signature is on this Indenture or on a Guarantee of the Notes no longer holds that office at the time the Trustee authenticates the Note on any Securitywhich a Guarantee of the Notes is endorsed, the Guarantee of the Notes shall be valid nevertheless.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities shall include the terms of the Guarantee set forth in Section 13.1 and any other terms that may be set forth in the form set forth in Exhibit B. established pursuant to Section 2.2. Each of the Guarantors hereby agrees to execute its Guarantee Guarantee, in such forma form established pursuant to Section 2.2, to be endorsed on each Security authenticated and delivered by the Trustee. Each The Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s Chairman 's chairman of the Board of Directors, Vice Chairman of president, vice presidents or other person duly authorized by the Board of DirectorsDirectors of such Guarantor, President, Chief Financial Officer attested by its secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsassistant secretary. The signature of any or all of these officers persons on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantors and shall bind each Guarantor notwithstanding the fact that Guarantee does not bear the signature of such Guarantor. Each of the Guarantors hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 13.1 and in the form of Guarantee established pursuant to Section 2.2 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in Section 202 (except that references to premium and Interest need be included only if any premium or Interest, respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form set forth in Exhibit B. Each of the Guarantors established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees to execute its Guarantee the Guarantees, in such forma form established pursuant to Section 202, to be endorsed on each Security authenticated and delivered by the Trustee. Each Guarantee The Guarantees shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, a Vice Chairman of the Board Board, its President or one of Directorsits Vice Presidents, President, Chief Financial Officer under its corporate seal reproduced thereon attested by its Secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsone of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Guarantees may be manual or facsimile. A Guarantee 100 Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that such individuals or any of them have ceased cased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed Guarantees or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIIGuarantees. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.. The Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or the Guarantor or otherwise. ARTICLE SEVENTEEN

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities of each series shall include the terms of the guarantee set forth in Section 202 (except that references to premium and Interest need be included only if any premium or Interest, respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form set forth in Exhibit B. Each of the Guarantors established pursuant to Section 202 with respect to such series. The Guarantor hereby agrees to execute its Guarantee the Guarantees, in such forma form established pursuant to Section 202, to be endorsed on each Security authenticated and delivered by the Trustee. Each Guarantee 100 The Guarantees shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, a Vice Chairman of the Board Board, its President or one of Directorsits Vice Presidents, President, Chief Financial Officer under its corporate seal reproduced thereon attested by its Secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsone of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Guarantees may be manual or facsimile. A Guarantee Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that such individuals or any of them have ceased cased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed Guarantees or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIIGuarantees. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 202 and in this Article shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.. The Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or the Guarantor or otherwise. ARTICLE SEVENTEEN

Execution and Delivery of Guarantees. The To evidence the Subsidiary Guarantees with respect to Securities of or within any series that are specified, as contemplated by Section 301, to be endorsed on guaranteed by the Securities shall be in the form set forth in Exhibit B. Each Subsidiary Guarantors, each of the Subsidiary Guarantors hereby agrees to execute its Guarantee Subsidiary Guarantee, in such forma form established pursuant to Section 201, to be endorsed on each Security of such series authenticated and delivered by the Trustee. Each such Subsidiary Guarantee shall be executed on behalf of each respective such Subsidiary Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, Vice Chairman of the Board of DirectorsChief Executive Officer, the Chief Operating Officer, the Financial Officer, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents Presidents, or by its Treasurer or one of its Assistant Treasurers and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Subsidiary Guarantees may be manual or facsimile. A Any Subsidiary Guarantee bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a any Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased 93 103 to hold such offices prior to the authentication and delivery of the Security on Securities upon which such Subsidiary Guarantee is are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIISecurities. The delivery of any Security Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set forth in Section 13.01 this Article Thirteen shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee on any Securitynotation of such Subsidiary Guarantee.

Execution and Delivery of Guarantees. The Guarantees Guarantee to be endorsed on the Securities of each series shall be in include or incorporate by reference the form terms of the Guarantee set forth in Exhibit B. Each of the Guarantors Section 1401 and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees to execute its Guarantee Guarantee, in such forma form set forth in or established pursuant to Section 201, to be endorsed on each Security authenticated and delivered by the Trustee. Each The Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, its Vice Chairman of the Board of DirectorsBoard, its President or its Vice President, Chief Financial Officer under its corporate seal reproduced thereon attested by its Secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsone of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any or all of these officers such officer on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures signature of individuals an individual who were was at any time a proper officer of the proper officers of a Guarantor shall bind such the Guarantor, notwithstanding that any such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices office at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantor by its execution of this Indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to confirm the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by the Corporation's execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

Execution and Delivery of Guarantees. The To evidence its Guarantees with respect to Securities of or within any series that are specified, as contemplated by Section 3.01, to be endorsed on guaranteed by the Securities shall be in Guarantor, the form set forth in Exhibit B. Each of the Guarantors Guarantor hereby agrees to execute its Guarantee the Guarantees, in the form of Exhibit B or such formother form as shall be established in one or more indentures supplemented hereto or approved from time to time by or pursuant to a Board Resolution, to be endorsed on each Security of such series authenticated and delivered by the Trustee. Each such Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, or its Vice Chairman of the Board of DirectorsBoard, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents Presidents, or by its Treasurer or one of its Assistant Treasurers and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Guarantees may be manual or facsimile. A Guarantee Guarantees bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Securities upon which such Guarantee is Guarantees are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIISecurities. The delivery of any Security Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee Guarantees set forth in Section 13.01 this Article shall remain in full force and effect notwithstanding any failure to endorse on each security a Guarantee on any Securitynotation of such Guarantee.

Execution and Delivery of Guarantees. The To evidence the Subsidiary Guarantees with respect to Securities of or within any series that are specified, as contemplated by Section 301, to be endorsed on guaranteed by the Securities shall be in the form set forth in Exhibit B. Each Subsidiary Guarantors, each of the Subsidiary Guarantors hereby agrees to execute its Guarantee Subsidiary Guarantee, in such forma form established pursuant to Section 201, to be endorsed on each Security of such series 87 95 authenticated and delivered by the Trustee. Each such Subsidiary Guarantee shall be executed on behalf of each respective such Subsidiary Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, Vice Chairman of the Board of DirectorsChief Executive Officer, the Chief Operating Officer, the Financial Officer, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents Presidents, or by its Treasurer or one of its Assistant Treasurers and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Subsidiary Guarantees may be manual or facsimile. A Any Subsidiary Guarantee bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a any Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Securities upon which such Subsidiary Guarantee is are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIISecurities. The delivery of any Security Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set forth in Section 13.01 this Article Thirteen shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee on any Securitynotation of such Subsidiary Guarantee.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on To evidence its guarantee provided in Section 1501, the Securities shall be in the form set forth in Exhibit B. Each of the Guarantors Guarantor hereby agrees to execute its Guarantee the Guarantees, in such forma form established pursuant to Section 203, to be endorsed on each Security Junior Subordinated Note authenticated and delivered by the Trustee. Each such Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, Vice Chairman of the Board Board, President or one of Directors, President, Chief Financial Officer or its Vice Presidents or its Treasurer under a facsimile of its corporate seal reproduced thereon and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Guarantees may be manual or facsimile. A Guarantee Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Junior Subordinated Notes upon which such Guarantee is Guarantees are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIIJunior Subordinated Notes. The delivery of any Security Junior Subordinated Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 1501 shall remain in full force and effect notwithstanding any failure to endorse on each Junior Subordinated Note a Guarantee on notation of such Guarantee. This instrument may be executed in any Securitynumber of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities of each series shall include the terms of the Guarantee set forth in Section 1401 (except that references to premium, interest and Additional Amounts need be included only if any premium, interest or Additional Amounts, respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form set forth in Exhibit B. Each of the Guarantors established pursuant to Section 206 with respect to such series. The Guarantor hereby agrees to execute its Guarantee the Guarantees, in such forma form established pursuant to Section 206, to be endorsed on each Security authenticated and delivered by the Trustee. Each Guarantee The Guarantees shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, a Vice Chairman of the Board of DirectorsBoard, its President, Chief Financial Officer one of its Vice Presidents, its Treasurer or its Controller and by one of its Vice Presidents and any authorized signatories for any Guarantors that are not corporationsPresidents, Director--Corporate Finance, Assistant Treasurers, Assistant Controllers, its Secretary or one of its Assistant Secretaries, under its corporate seal reproduced thereon. The signature of any or all of these officers on the Guarantee Guarantees may be manual or facsimile. A Guarantee Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed Guarantees or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIIGuarantees. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.. ARTICLE FIFTEEN

Execution and Delivery of Guarantees. The To evidence its Guarantees with respect to Securities of or within any series that are specified, as contemplated by Section 3.01, to be endorsed on guaranteed by the Securities shall be in Guarantor, the form set forth in Exhibit B. Each of the Guarantors Guarantor hereby agrees to execute its Guarantee the Guarantees, in the form of Exhibit B or such formother form as shall be established in one or more indentures supplemented hereto or approved from time to time by or pursuant to a Board Resolution, to be endorsed on each Security of such series authenticated and delivered made available for delivery by the Trustee. Each such Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, or its Vice Chairman of the Board of DirectorsBoard, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents Presidents, or by its Treasurer or one of its Assistant Treasurers and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Guarantees may be manual or facsimile. A Guarantee Guarantees bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a the Guarantor shall bind such the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Securities upon which such Guarantee is Guarantees are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIISecurities. The delivery of any Security Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Guarantees endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee Guarantees set forth in Section 13.01 this Article shall remain in full force and effect notwithstanding any failure to endorse on each security a Guarantee on any Securitynotation of such Guarantee.

Execution and Delivery of Guarantees. The Guarantees Guarantee to be endorsed on the Securities of each series shall be in include or incorporate by reference the form terms of the Guarantee set forth in Exhibit B. Each of the Guarantors Section 1401 and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees to execute its Guarantee Guarantee, in such forma form set forth in Section 204 or established pursuant to Section 201, to be endorsed on each Security authenticated and delivered by the Trustee. Each The Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, its Vice Chairman of the Board of DirectorsBoard, its President or its Vice President, Chief Financial Officer under its corporate seal reproduced thereon attested by its Secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsone of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any or all of these officers such officer on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures signature of individuals an individual who were was at any time a proper officer of the proper officers of a Guarantor shall bind such the Guarantor, notwithstanding that any such individuals or any of them have individual has ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices office at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantor. Each of the Guarantors The Guarantor hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security. The Guarantor by its execution of this Indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to confirm the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by the Corporation's execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities shall be in the form set forth in Exhibit B. Each of the Guarantors hereby agrees to execute its Guarantee in such form, to be endorsed on each Security authenticated and delivered by the Trustee. Each Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, Chief Financial Officer or Officer, Vice Presidents and or any authorized signatories for any Guarantors that are not corporations. The signature of any or all of these officers on the Guarantee may be manual manual, facsimile or facsimileelectronic. A Guarantee bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, with the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.

Execution and Delivery of Guarantees. The To evidence the Subsidiary Guarantees with respect to Securities of or within any series that are specified, as contemplated by Section 301, to be endorsed on guaranteed by the Securities shall be in the form set forth in Exhibit B. Each Subsidiary Guarantors, each of the Subsidiary Guarantors hereby agrees to execute its Guarantee Subsidiary Guarantee, in such forma form established pursuant to Section 201, to be endorsed on each Security of such series authenticated and delivered by the Trustee. Each such Subsidiary Guarantee shall be executed on behalf of each respective such Subsidiary Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, Vice Chairman of the Board of DirectorsChief Executive Officer, the Chief Operating Officer, the Financial Officer, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents Presidents, or by its Treasurer or one of its Assistant Treasurers and any authorized signatories for any Guarantors that are not corporationsattested by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Guarantee Subsidiary Guarantees may be manual or facsimile. A Any Subsidiary Guarantee bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a any Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Securities upon which such Subsidiary Guarantee is are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIISecurities. The delivery of any Security Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby jointly and severally agrees that its Subsidiary Guarantee set forth in Section 13.01 this Article Thirteen shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee on any Securitynotation of such Subsidiary Guarantee.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities shall automatically be deemed to include the terms of the Guarantee set forth in Section 1301 and shall be substantially in the form set forth in Exhibit B. established pursuant to Section 202. Each of the Guarantors Guarantor hereby agrees to execute its Guarantee Guarantee, in such forma form established pursuant to Section 202, to be endorsed on each Security authenticated and delivered by the Trustee. Each The Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s 's Chairman of the Board of DirectorsBoard, President, Vice Chairman of Presidents or other Person duly authorized by the Board of Directors, President, Chief Financial Officer or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsDirectors of such Guarantor. The signature of any or all of these officers Persons on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures signature of individuals who were at any the time the proper officers of a the Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery deliver of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantors and shall bind each Guarantor notwithstanding the fact that the Guarantee does not bear the signature of such Guarantor. Each of the Guarantors hereby hereby, jointly and severally severally, agrees that its Guarantee set forth in Section 13.01 1301 and in the form of Guarantee established pursuant to Section 202 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.

Execution and Delivery of Guarantees. The To evidence their Guarantees with respect to Debt Securities of or within any series that are specified, as contemplated by Section 3.01, to be endorsed on guaranteed by the Securities shall be in Subsidiary Guarantors, the form set forth in Exhibit B. Each of the Subsidiary Guarantors hereby agrees agree to execute its Guarantee the Subsidiary Guarantees, in such forma form established pursuant to Section 2.01, to be endorsed on each Debt Security of such series authenticated and delivered by the Trustee. Each such Guarantee shall be executed on behalf of each respective the Guarantor by any one of such Guarantor’s its Chairman of the Board of DirectorsBoard, or its Vice Chairman of the Board of DirectorsBoard, or its President, Chief Financial Officer or one of its Executive Vice Presidents or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsPresidents, or by its Treasurer or one of its Assistant Treasurers. The signature of any or all of these officers on the Guarantee Subsidiary Guarantees may be manual or facsimile. A Guarantee Subsidiary Guarantees bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of a Guarantor the Subsidiary Guarantors shall bind such Guarantorthe Subsidiary Guarantors, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on Debt Securities upon which such Guarantee is Subsidiary Guarantees are endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article IIIDebt Securities. The delivery of any Security Debt Securities by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee Subsidiary Guarantees endorsed thereon on behalf of the Subsidiary Guarantors. Each of the The Subsidiary Guarantors hereby jointly and severally agrees agree that its Guarantee their Subsidiary Guarantees set forth in Section 13.01 this Article shall remain in full force and effect notwithstanding any failure to endorse on each Debt Security a Guarantee on any Securitynotation of such Subsidiary Guarantee.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities shall include the terms of the Guarantee set forth in Section 13.1 and any other terms that may be set forth in the form set forth in Exhibit B. established pursuant to Section 2.2. Each of the Guarantors hereby agrees to execute its Guarantee Guarantee, in such forma form established pursuant to Section 2.2, to be endorsed on each Security authenticated and delivered by the Trustee. Each The Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s Chairman 's chairman of the Board, president, vice presidents or other person duly authorized by the Board of Directorssuch Guarantor, Vice Chairman of the Board of Directors, President, Chief Financial Officer attested by its secretary or Vice Presidents and any authorized signatories for any Guarantors that are not corporationsassistant secretary. The signature of any or all of these officers persons on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the GuarantorsGuarantors and shall bind each Guarantor notwithstanding the fact that Guarantee does not bear the signature of such Guarantor. Each of the Guarantors hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 13.1 and in the form of Guarantee established pursuant to Section 2.2 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.

Execution and Delivery of Guarantees. The Guarantees to be endorsed on the Securities shall be in the form set forth in Exhibit B. E. Each of the Guarantors hereby agrees to execute its Guarantee in such form, to be endorsed on each Security authenticated and delivered by the Trustee. 123 Each Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor’s Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, Chief Financial Officer or Officer, Vice Presidents and or any authorized signatories for any Guarantors that are not corporations. The signature of any or all of these officers on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guarantee is endorsed or did not hold such offices at the date of such Guarantee. Each Guarantee shall be registered, transferred, exchanged and cancelled, and shall be held in definitive or global form, in the same manner and together with, with the Security to which it relates, in accordance with Article III. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security.