Common use of Execution of Subsidiary Guarantee Clause in Contracts

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders set forth in this Article Eleven, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Subsidiary Guarantee set forth in this Article ElevenX, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit BA, which shall be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven X shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed), and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer Officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Subsidiary Guarantee set forth in this Article ElevenXI, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee substantially in substantially the form included in Exhibits A and of Exhibit BC, which shall be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed), and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer Officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders Security holders set forth in this Article ElevenTen, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits A Exhibit A-l and Exhibit BA-2, which shall be endorsed on such Note each Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom who shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders set forth Holders specified in this Article ElevenSection 8.01, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and of Exhibit B, which shall B recited to be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee its guarantee set forth in this Article Eleven Section 8.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers duly authorized Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer Officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Subsidiary Guarantee set forth in this Article ElevenXI, each Subsidiary Guarantor hereby agrees that the execution and delivery of this Indenture or a supplemental indenture hereto, as the case may be, executed on behalf of each Subsidiary Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Subsidiary Guarantor who shall have been duly authorized to so execute by all requisite corporate action shall constitute its delivery of its Subsidiary Guarantee. Each of the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor Guarantors hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Note or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the shall nevertheless be valid. The delivery of such any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Subsidiary Guarantee set forth in this Indenture on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such each Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Subsidiary Guarantee set forth in this Article ElevenXI, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee substantially in substantially the form included in Exhibits A and of Exhibit B, which shall be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed), and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer Officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To further evidence its guarantee their Subsidiary Guarantee to the Noteholders set forth in this Article ElevenHolders, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included set forth in Exhibits Exhibit A and Exhibit B, which shall to be endorsed on such Note ordered to be each Security authenticated and delivered by the TrusteeTrustee after such Subsidiary Guarantee is executed. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note any particular Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the Board of Directors, its President or one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) its Vice Presidents prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by the manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person Person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Securityholders set forth in this Article ElevenTen, each Subsidiary Guarantor hereby agrees to will execute the Subsidiary Guarantee in substantially the form included in Exhibits A and attached to this Indenture as Exhibit BF, which shall be endorsed on such Note each Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven 13 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed), and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To further evidence its guarantee their Guarantee to the Noteholders set forth in this Article ElevenHolders, each Subsidiary Guarantor of the Guarantors hereby agrees agree to execute the a Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall to be endorsed on such Note each Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the Board, its President or one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) its Vice Presidents prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person Person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders set forth in this Article Eleven, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer of such Subsidiary Guarantor shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Subsidiary Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee Guarantee to the Noteholders set forth in this Article Eleven, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit BA, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Subsidiary Guarantee set forth in this Article ElevenXI, each Subsidiary Guarantor hereby agrees that the execution and delivery of this Indenture or a supplemental indenture hereto, as the case may be, executed on behalf of each Subsidiary Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Subsidiary Guarantor who shall have been duly authorized to so execute by all requisite corporate action shall constitute its delivery of its Subsidiary Guarantee. Each of the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor Guarantors hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Note or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the shall nevertheless be valid. The delivery of such any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Subsidiary Guarantee set forth in this Indenture on behalf of such each Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders set forth in this Article ElevenTen, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders Security holders set forth in this Article ElevenTen, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits A Exhibit A-l and Exhibit BA-2, which shall be endorsed on such Note each Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom who shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.as

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders Security holders set forth in this Article ElevenTen, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits A Exhibit A-1 and Exhibit BA-2, which shall be endorsed on such Note each Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom who shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its --------------------------------- guarantee to the Noteholders Securityholders set forth in this Article ElevenXI, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven XI shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary GuaranteeGuaran tee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders set forth Holders specified in this Article ElevenSection 10.1, each Subsidiary Guarantor the Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits of Exhibit A and Exhibit B, which shall required to be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom who shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such Subsidiary the Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders set forth in this Article Eleven, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven XI, each Subsidiary Guarantor hereby agrees that the execution and delivery of this Indenture or a supplemental indenture hereto, as the case may be, executed on behalf of each Subsidiary Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Subsidiary Guarantor who shall have been duly authorized to so execute by all requisite corporate action shall constitute its delivery of its Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in this Article XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Note or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the shall nevertheless be valid. The delivery of such any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Subsidiary Guarantee set forth in this Indenture on behalf of such each Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To further evidence its guarantee the Subsidiary Guarantees to the Noteholders set forth in this Article ElevenHolders, each Subsidiary Guarantor hereby agrees to execute the a Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibits A and of Exhibit BC hereto, which shall to be endorsed on such and made a part of each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the Board, its President or one of its Vice Presidents, or, if the Guarantor is a limited liability company or limited partnership, by any such Officer of the managing member of such Subsidiary Guarantor (each limited liability company or general partner of whom shallsuch limited partnership, in each caseas the case may be, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by a manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guaranteeguarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person Person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To further evidence its guarantee their Subsidiary Guarantee to the Noteholders set forth in this Article ElevenHolders, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included set forth in Exhibits A and Exhibit B, which shall B to be endorsed on such Note ordered to be each Security authenticated and delivered by the TrusteeTrustee after such Subsidiary Guarantee is executed. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note any particular Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the Board of Directors, its President or one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) its Vice Presidents prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by the manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuer, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person Person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders Securityholders set forth in this Article ElevenTen, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits A Exhibit A-1 and Exhibit BA-2, which shall be endorsed on such Note each Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom who shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To further evidence its guarantee the Subsidiary Guarantee, any Subsidiary Guarantor required to Guarantee the Notes pursuant to the Noteholders set forth in this Article Eleven, each Subsidiary Guarantor hereby agrees to terms of Section 4.18 shall execute the Subsidiary Guarantee in substantially the form included set forth in Exhibits Exhibit A and Exhibit B, which shall hereto to be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each such Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the Board, its President or one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) its Vice Presidents prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person Person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To further evidence its guarantee their Subsidiary Guarantee to the Noteholders set forth in this Article ElevenHolders, each the Subsidiary Guarantor Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included set forth in Exhibits A and Exhibit B, which shall B to be endorsed on such Note ordered to be each Security authenticated and delivered by the TrusteeTrustee after such Subsidiary Guarantee is executed. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note any particular Security a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by its Chairman of the Board of Directors, its President or one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) its Vice Presidents prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures signature upon the Subsidiary Guarantee may be by the manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note Security on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the person Person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders Subsidiary Guarantee set forth in this Article ElevenXI, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee substantially in substantially the form included in Exhibits A and of Exhibit B, which shall be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one an Officer of such Subsidiary Guarantor (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed), and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers Officer and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any -74- such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer Officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such the Subsidiary Guarantor.

Execution of Subsidiary Guarantee. To evidence its guarantee to the Noteholders set forth in this Article Eleven, each Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included in Exhibits A and Exhibit B, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in this Article Eleven XI, each Subsidiary Guarantor hereby agrees that the execution and delivery of this Indenture or a supplemental indenture hereto, as the case may be, executed on behalf of each Subsidiary Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Subsidiary Guarantor who shall have been duly authorized to so execute by all requisite corporate action shall constitute its delivery of its Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in this Article XI shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Note or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the shall nevertheless be valid. The delivery of such any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Subsidiary Guarantee set forth in this Indenture on behalf of such each Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary Guarantor.Guarantor ARTICLE XII

Execution of Subsidiary Guarantee. To evidence its their guarantee to the Noteholders set forth Holders specified in this Article ElevenSection 11.1, each Subsidiary Guarantor the Guarantors hereby agrees agree to execute the Subsidiary Guarantee in substantially the form included in Exhibits of Exhibit A and Exhibit B, which shall required to be endorsed on such each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that the its Subsidiary Guarantee set forth in this Article Eleven Section 11.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the such Subsidiary Guarantee. The Each such Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer of such Subsidiary Guarantor shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Subsidiary Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Subsidiary Guarantee had not ceased to be such Officer officer of such Subsidiary the Guarantor.