Common use of Execution and Delivery of Subsidiary Guarantee Clause in Contracts

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.18 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.18 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To further evidence ---------------------------------------------- its the Subsidiary Guarantee set forth in Section 11.0110.01, each Subsidiary Guarantor hereby agrees agrees, on the Assumption Date, that a notation of such Subsidiary Guarantee Guarantee, substantially in the form included in Exhibit D EXHIBIT F hereto, shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee on the Assumption Date and that this Indenture such Subsidiary Guarantee shall be executed on behalf by either manual or facsimile signature of such Guarantor an Officer or an Officer of a general partner, as the case may be, of each Subsidiary Guarantor. The validity and enforceability of any Guarantee shall not be affected by its President or one of its Vice Presidentsthe fact that it is not affixed to any particular Note. Each Guarantor of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 10.01 shall remain be in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or on the Subsidiary a Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary such Guarantee is endorsedendorsed or at any time thereafter, the such Subsidiary Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary any Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.18 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.18 hereof and this Article 11, to the extent applicableGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.0110.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially in the form included in Exhibit D B attached hereto shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event The Company hereby agrees that the Company creates or acquires any new Subsidiaries subsequent it shall cause each Person that becomes obligated to provide a Subsidiary Guarantee pursuant to Section 4.17 to execute a supplemental indenture in form and substance reasonably satisfactory to the date Trustee, pursuant to which such Person provides the guarantee set forth in this Article 10 and otherwise assumes the obligations and accepts the rights of a Guarantor under this Indenture, if required by Section 4.18 hereof, in each case with the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture same effect and Subsidiary Guarantees in accordance with Section 4.18 hereof and this Article 11, to the same extent applicableas if such Person had been named herein as a Guarantor. The Company also hereby agrees to cause each such new Guarantor to evidence its guarantee by endorsing a notation of such Subsidiary Guarantee on each Note as provided in this Section 10.03.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D E shall be endorsed by an Officer --------- of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidentsan Officer thereof. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Company creates or acquires any new other Domestic Subsidiaries subsequent to the date of this Indenture, or if any current or future Subsidiaries become Domestic Subsidiaries subsequent to the date of this Indenture, if required by Section 4.18 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.18 hereof 4.17 hereof, and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To further evidence ---------------------------------------------- its Subsidiary the Note Guarantee set forth in Section 11.0110.01, each Guarantor hereby agrees agrees, on the Issue Date, that a notation of such Subsidiary Guarantee Note Guarantee, substantially in the form included in Exhibit D F hereto, shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee on the Issue Date and that this Indenture such Note Guarantee shall be executed on behalf by either manual or facsimile signature of an Officer or an Officer of a general partner, as the case may be, of each Guarantor. In the event a Guarantor becomes a Guarantor after the Issue Date, if required by Section 4.18, such Guarantor will be required to execute a supplemental indenture to this Indenture and a Note Guarantee, in accordance with Section 4.18 and this Article 10.02, to the extent applicable. The validity and enforceability of any Note Guarantee shall not be affected by its President or one of its Vice Presidentsthe fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Subsidiary Note Guarantee set forth in Section 11.01 10.01 shall remain be in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or on the Subsidiary a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary such Note Guarantee is endorsedendorsed or at any time thereafter, the Subsidiary such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary any Guarantee executed in accordance with this Section 10.2 set forth in this Indenture on behalf of the Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.18 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.18 hereof and this Article 11, to the extent applicableGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D E shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its Chairman, President or one of its Vice Presidents. Further, the Company shall cause all future Guarantors to execute a Supplemental Indenture substantially in the form of Exhibit F. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.18 hereof, 4.17 hereof the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.18 4.17 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.0112.01, each Guarantor hereby agrees that the Notes shall bear a notation of such Subsidiary Guarantee substantially in the form included in annexed hereto as Exhibit D shall be endorsed by an Officer of stating that such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered Notes are guaranteed by the Trustee Guarantors in accordance with this Article Twelve and that may be released upon the terms and conditions set forth in this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice PresidentsIndenture. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the such Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Guarantors. In the event that a Subsidiary of the Company creates or acquires any new Subsidiaries (other than a Guarantor) becomes a guarantor under the Senior Credit Agreement subsequent to the date of this Indenture, if required by Section 4.18 hereof, the Company shall cause such Subsidiaries Subsidiary to become a Guarantor and to execute a supplemental indentures indenture to this Indenture substantially in the form annexed hereto as Exhibit E and Subsidiary Guarantees in accordance with Section 4.18 hereof and this Article 11, to Guarantee within 10 Business Days of the extent applicabledate when such event occurs.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D E shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidentsan Officer thereof. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. 99 108 In the event that the Company creates or acquires any new other Domestic Subsidiaries subsequent to the date of this Indenture, or if any current or future Subsidiaries become Domestic Subsidiaries subsequent to the date of this Indenture, if required by Section 4.18 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.18 hereof 4.17 hereof, and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.0111.01 hereof, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D B shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one an Officer of its Vice Presidentssuch Guarantor. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Company or any of the Guarantors acquires or creates or acquires any new Subsidiaries another Domestic Subsidiary subsequent to the date of this IndentureIndenture or if any Subsidiary of the Company shall become a Domestic Subsidiary, if required by Section 4.18 4.17 hereof, the Company shall cause such Subsidiaries newly acquired or created Subsidiary to execute a supplemental indentures indenture to this Indenture Indenture, a Subsidiary Guarantee and Subsidiary Guarantees an Opinion of Counsel in accordance with Section 4.18 4.17 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence ---------------------------------------------- its Subsidiary Guarantee set forth in Section 11.0110.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially in the form included in Exhibit D B attached hereto shall be endorsed by an Officer of such Guarantor (who may also be an Officer of the Company or one or more of the other Guarantors) on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event The Company hereby agrees that the Company creates or acquires any new Subsidiaries subsequent it shall cause each Person that becomes obligated to provide a Subsidiary Guarantee pursuant to Section 4.17 to execute a supplemental indenture in form and substance reasonably satisfactory to the date Trustee, pursuant to which such Person provides the Guarantee set forth in this Article 10 and otherwise assumes the obligations and accepts the rights of a Guarantor under this Indenture, if required by Section 4.18 hereof, in each case with the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture same effect and Subsidiary Guarantees in accordance with Section 4.18 hereof and this Article 11, to the same extent applicableas if such Person had been named herein as a Guarantor. The Company also hereby agrees to cause each such new Guarantor to evidence its Guarantee by endorsing a notation of such Subsidiary Guarantee on each Note as provided in this Section 10.03.