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 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Restricted Subsidiaries creates or acquires any Domestic Subsidiary Guarantorsafter the Issue Date, if required by Section 4.16, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.16 and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one an Officer of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidentsan Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto C shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidentsan Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 12.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached B hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Supplemental Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 12.01 hereof shall will 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 Supplemental 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Guarantors. In the event that Suburban Propane or any of its Restricted Subsidiaries creates or acquires any Subsidiary Guarantorsafter the date of this Supplemental Indenture, if required by Section 10.17 hereof, the Issuers will cause such Subsidiary to comply with the provisions of Section 10.17 hereof and this Article XII, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof10.8, the Issuers and each Subsidiary Guarantor hereby agrees that (a) a notation of such Subsidiary Guarantee in substantially the form included in as set forth on Exhibit E attached C hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee Trustee, (b) such endorsement shall be executed on behalf of each Subsidiary Guarantor by its Chairman of the Board, President, Chief Financial Officer, Chief Operating Officer, Treasurer, Secretary or any Vice President and that (c) a counterpart signature page to this Indenture shall be executed on behalf of such each Subsidiary Guarantor by its Chairman of the Board, President or one of its Vice PresidentsPresidents and attested to by another officer acknowledging such Subsidiary Guarantor's agreement to be bound by the provisions hereof and thereof. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.8 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer 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 Notes on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall nevertheless be valid neverthelessvalid. 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 Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof12.01 of this Indenture, each Subsidiary Guarantor hereby agrees that this Indenture or a notation supplemental indenture substantially in the form of Exhibit C attached hereto entered into by such Subsidiary Guarantee in substantially Guarantor, as the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture case may be, shall be executed on behalf of such Subsidiary Guarantor by its President an officer or one other authorized signatory of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 12.01 of this Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Subsidiary GuaranteeGuarantee on the Notes. If an Officer officer or other authorized signatory of any Subsidiary Guarantor whose signature is on this Indenture or on a supplemental indenture entered into by such Subsidiary Guarantor, as the Subsidiary Guarantee case may be, no longer holds that office or is no longer such an authorized signatory at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsedany Note, the Subsidiary Guarantee of such Subsidiary Guarantor shall be valid neverthelessnevertheless with respect to such Note. 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor by manual or facsimile signature on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 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 10.01 hereofGuarantee, the Company shall cause each Subsidiary Guarantor hereby agrees to agree that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached D hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf or after the date of such Subsidiary Guarantee. Further, the Company shall cause each Guarantor by its President or one promptly to execute a supplemental indenture substantially in the form of its Vice PresidentsExhibit E hereto. Each Subsidiary The Company shall further cause each Guarantor hereby agrees to agree that its Subsidiary Guarantee set forth in Section 10.01 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 any Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a such 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 each Subsidiary Guarantee set forth in this Indenture theretofore or thereafter executed and delivered by or on behalf of the Guarantors or any of them. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with this Article 10.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof12.01 of this Indenture, each Subsidiary Guarantor hereby agrees that this Indenture or a notation supplemental indenture substantially in the form of Exhibit C hereto entered into by such Subsidiary Guarantee in substantially Guarantor, as the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture case may be, shall be executed on behalf of such Subsidiary Guarantor by its President an officer or one other authorized signatory of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 12.01 of this Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Subsidiary GuaranteeGuarantee on the Notes. If an Officer officer or other authorized signatory of any Subsidiary Guarantor whose signature is on this Indenture or on a supplemental indenture entered into by such Subsidiary Guarantor, as the Subsidiary Guarantee case may be, no longer holds that office or is no longer such an authorized signatory at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsedany Note, the Subsidiary Guarantee of such Subsidiary Guarantor shall be valid neverthelessnevertheless with respect to such Note. 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of on such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto B, which is part of this Indenture, shall be endorsed by an Officer of such Subsidiary Guarantor on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior 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 Senior Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Senior 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof13.01, each Subsidiary Guarantor hereby agrees that the Securities shall bear a notation of such Subsidiary Guarantee substantially in substantially the form included in annexed hereto as Exhibit E attached hereto shall be endorsed by an Officer of B stating that such Subsidiary Guarantor on each Note authenticated and delivered Securities are guaranteed by the Trustee Guarantors in accordance with this Article Thirteen and that may be released upon the terms and conditions set forth in this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsIndenture. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security 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 Security on which a Subsidiary Guarantee is endorsed, the such Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note Security 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 Guarantorsof the Company (other than a Guarantor) becomes a guarantor under the Senior Credit Agreement subsequent to the date of this Indenture, the Company shall cause such Subsidiary to become a Guarantor and to execute a supplemental indenture to this Indenture and Subsidiary Guarantee within 10 Business Days of the date when such event occurs.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached B hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Issuer creates or acquires any Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.10 hereof, the Issuer will cause such Subsidiary to comply with the provisions of Section 4.10 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto A shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and attested to by an Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 or 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto D shall be endorsed by an Officer of such Subsidiary --------- Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor Guarantor, by its President manual or one facsimile signature, by an Officer of its Vice Presidentssuch Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 13.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached B hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that either this Indenture shall or a supplemental indenture substantially in the form attached as Exhibit C will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 13.01 hereof shall will remain in full force and effect notwithstanding any failure to endorse on each Note Security 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 Security on which a notation of Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall will be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that any of the Company’s Subsidiaries (including a Foreign Subsidiary) that is not already a Guarantor guarantees any indebtedness of the Company or a Domestic Subsidiary Guarantorsafter the date of this Indenture, the Company will cause such Subsidiary to comply with the provisions of Section 3.09 hereof and this Article 13, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture Trustee. Such Subsidiary Guarantee shall be executed on behalf of such Subsidiary each Guarantor by its President either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of its Vice Presidentseach Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or on the a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note Security on which a such Subsidiary Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid neverthelessvalid. The delivery of any Note Security 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 the Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantee. To further evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof4.01, each Subsidiary Guarantor Guarantors hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit E attached hereto C hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of after such Subsidiary Guarantor Guarantee is executed and executed by its President either manual or one facsimile signature of its Vice Presidentsan Officer of each Subsidiary Guarantor. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 4.01 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 Subsidiary Guarantor whose signature is on this Supplemental Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the such Note on which a or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee is endorsed, the Subsidiary 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 any Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached D hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. In the event that the Issuer creates or acquires any Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.10 hereof, the Issuer will cause such Subsidiary to comply with the provisions of Section 4.10 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor either by manual or facsimile signature on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Restricted Subsidiaries creates or acquires any Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.19 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.19 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in of Exhibit E attached hereto hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture Trustee. Such Subsidiary Guarantee shall be executed on behalf of such Subsidiary each Guarantor by its President either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of its Vice Presidentseach Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 of a Guarantor whose signature is on this Indenture or on the a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a such Subsidiary Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor’s Subsidiary Guarantee of such Note shall nevertheless be valid neverthelessvalid. The delivery of 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 the Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.1, each Subsidiary Guarantor hereby agrees that a notation of on such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto B, which is part of this Indenture, shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Note 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To further evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof12.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit E attached hereto C hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of after such Subsidiary Guarantor Guarantee is executed and executed by its President either manual or one facsimile signature of its Vice Presidentsan Officer of each Subsidiary Guarantor. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee a Security no longer holds that office at the time the Trustee authenticates the Note on which a such Security or at any time thereafter, such Subsidiary Guarantor's Subsidiary Guarantee is endorsed, the Subsidiary Guarantee of such Security shall be valid nevertheless. The delivery of any Note Security 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 the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidentsan Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.1 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached D hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached B hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Restricted Subsidiaries creates or acquires any Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.20 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall F will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Subsidiary Guarantors.after the Closing Date, if required by Section 4.21, the Company will cause such Subsidiary to comply with the provisions of Section 4.21 and this Article 11, to the extent applicable. 100

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, on the Issue Date, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one an Officer of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 11.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Subsidiary GuaranteeGuarantee on any Note. If an Officer 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 endorsedNote, 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 Subsidiary Guarantors. In the event that any Subsidiary is required by Section 4.16 hereof to become a Subsidiary Guarantor after the Issue Date, the Issuer shall cause such Subsidiary to execute a supplemental indenture to this Indenture substantially in the form of Exhibit E in accordance with this Article 11.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.24 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.24 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. (a) To further evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof9.01, each of the Subsidiary Guarantor Guarantors hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit E attached hereto A hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of after such Subsidiary Guarantor Guarantee is executed and executed by its President either manual or one facsimile signature of its Vice Presidentsan Officer of each Subsidiary Guarantor. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. (b) Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 9.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. . (c) If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the such Note on which a or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee is endorsed, the Subsidiary Guarantee of such Note shall be valid nevertheless. . (d) The delivery of 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 the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 creates or acquires any new Restricted Subsidiaries, other than Non-Guarantor Restricted Subsidiaries, subsequent to the date of this Indenture, if required by Section 4.16 hereof, the Company shall cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 4.16 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit of EXHIBIT E attached hereto hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture Trustee. Such Subsidiary Guarantee shall be executed on behalf of such Subsidiary each Guarantor by its President either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of its Vice Presidentseach Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 of a Guarantor whose signature is on this Indenture or on the a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a such Subsidiary Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Subsidiary Guarantee of such Note shall nevertheless be valid neverthelessvalid. -105- The delivery of 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 the Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 10.01 hereof14.01, each of the Subsidiary Guarantor Guarantors hereby agrees that a notation relating to such Subsidiary Guarantee (the “Notation of Subsidiary Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series entitled to the benefits of such Subsidiary Guarantee in substantially authenticated and delivered by the form included in Exhibit E attached hereto Trustee, which Notation of Subsidiary Guarantee shall be endorsed executed by either manual or facsimile signature of an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsGuarantor. Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 14.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation Security the Notation of Subsidiary Guarantee relating to such Subsidiary Guarantee. If an any Officer of such Subsidiary Guarantor, whose signature is on this Indenture or on the Notation of Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsedsuch Security or at any time thereafter, the Subsidiary Guarantee of such Security shall be valid nevertheless. The delivery of any Note Security of a series entitled to the benefits of a Subsidiary Guarantee under this Article 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 each Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To further evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.01 hereof2.1, each Subsidiary Guarantor hereby agrees that a notation of such its Subsidiary Guarantee Guarantee, substantially in substantially the form included in of Exhibit E attached hereto D to the Indenture, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture Trustee. The Subsidiary Guarantee of any Subsidiary Guarantor shall be executed on behalf of such Subsidiary Guarantor by its President either manual or one facsimile signature of its Vice Presidentsan Officer of such Subsidiary Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 2.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an the Officer of a Subsidiary Guarantor whose signature is on this Supplemental Indenture or on the a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note Security on which a such Subsidiary Guarantee is endorsedendorsed or any time thereafter, the such Subsidiary Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid neverthelessvalid. The delivery of any Note Security by the Trustee, after the authentication thereof hereunderunder the Indenture, shall constitute due delivery of the any Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the each Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To further evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be or a supplemental indenture hereto, as the case may be, executed on behalf of such Subsidiary each Guarantor by its President either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of its Vice Presidentseach Guarantor who shall have been duly authorized to so execute by all requisite corporate action. Each Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 of a Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee a supplemental indenture no longer holds that office at the time the Trustee authenticates the Note on which a or at any time thereafter, such Guarantor’s Subsidiary Guarantee is endorsed, the Subsidiary Guarantee of such Note shall nevertheless be valid neverthelessvalid. The delivery of 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 the Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantee. (a) To evidence its each Guarantor's Subsidiary Guarantee set forth in Section 10.01 hereofthis Article XI, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor placed on each Note Senior Subordinated Security authenticated and delivered by the Trustee and that this Trustee. (b) This Indenture shall be executed on behalf of each Guarantor, and an Officer of each Guarantor shall sign the notation of the Subsidiary Guarantee on each Senior Subordinated Security, by manual or facsimile signature. If an Officer whose signature is on this Indenture or the notation of Subsidiary Guarantee on any Senior Subordinated Security no longer holds that office at the time the Trustee authenticates such Senior Subordinated Security on which the Subsidiary Guarantor by its President or one of its Vice PresidentsGuarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. Each Subsidiary Guarantor hereby agrees that its the Subsidiary Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note Senior Subordinated Security a notation of such the 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. . (c) The delivery of any Note Senior Subordinated Security 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 Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall (or in the case of the Quebec Guarantor, in the form of Exhibit E1 hereto) will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation the execution and delivery of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be or a supplemental indenture hereto, as the case may be, executed on behalf of such Subsidiary each Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of each Guarantor who shall have been duly authorized to so execute by all requisite corporate action shall constitute its President or one delivery of its Vice PresidentsSubsidiary Guarantee. Each Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 of a Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee a supplemental indenture no longer holds that office at the time the Trustee authenticates the Note on which a or at any time thereafter, such Guarantor’s Subsidiary Guarantee is endorsed, the Subsidiary Guarantee of such Note shall nevertheless be valid neverthelessvalid. The delivery of 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 the Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached E1 hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. The failure to execute such Subsidiary Guarantee shall not affect the obligations of any Guarantor under such Subsidiary Guarantee or hereunder. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. (a) To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto shall be endorsed by manual or facsimile signature by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor Guarantor, by its President manual or one facsimile signature, by an Officer of its Vice Presidents. such Guarantor. (b) Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. . (c) If an Officer officer whose signature is on this Indenture or on the any Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a such Subsidiary Guarantee is endorsed, the such Subsidiary Guarantee shall be valid nevertheless. . (d) 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto D shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor Guarantor, by its President manual or one facsimile signature, by an Officer of its Vice Presidentssuch Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 (in existence on or after the date hereof) set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached as EXHIBIT B hereto shall may be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any Subsidiary after the Issue Date, if required by Section 4.20, the Company will cause such Subsidiary to comply with the provisions of Section 4.20 and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall F will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its each Subsidiary Guarantee, the Company shall cause a Subsidiary Guarantee set forth substantially in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in attached as Exhibit E attached B hereto shall to be endorsed by an Officer of such each Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that shall cause an indenture supplemental to this Indenture shall substantially in the form of Exhibit C hereto to be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. The signature of any such Officers on the Subsidiary Guarantee may be manual or facsimile. Each Subsidiary Guarantor hereby agrees Guarantor, by executing and delivering such supplemental indenture, shall agree that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 a 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in any indenture supplemental to this Indenture on behalf of the Subsidiary GuarantorsGuarantors and each of them.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 12.1 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached G hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 12.1 hereof shall will remain in full force and effect notwithstanding any failure to endorse on each Note Security 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 Security on which a Subsidiary Security Guarantee is endorsed, the Subsidiary Guarantee shall will be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 5.11 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 5.11 hereof and this Article XII, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall be endorsed by an Officer (or other person serving in a similar capacity) of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers (or other person serving in a similar capacity). Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 (or other person serving in a similar capacity) 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 Issuer or any of its Restricted Subsidiaries creates or acquires any Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.19, the Issuer shall cause such Subsidiary to comply with the provisions of Section 4.19 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 10.01 hereof10.1 of this Indenture, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit E attached hereto F to this Indenture, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee after this Article 10 with respect to such Guarantor becomes effective and that this Indenture such Subsidiary Guarantee shall be executed on behalf by either manual or facsimile signature of such an officer of each Guarantor. The validity and enforceability of any Subsidiary Guarantor 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 Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.1 of this Indenture shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer officer of a Guarantor whose signature is on this Indenture or on the a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a such Subsidiary Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Subsidiary 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 any Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that shall execute and deliver this Indenture or a notation of such Subsidiary Guarantee supplemental indenture substantially in substantially the form included in of Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture D hereto, which supplemental indenture shall be executed on behalf of such Subsidiary Guarantor Guarantor, by its President manual or one facsimile signature, by an Officer of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees shall agree that its Subsidiary Guarantee set forth in Section 10.01 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 officer who shall have signed this Indenture or on the Subsidiary Guarantee a supplemental indenture 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 notation of Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and attested to by an Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Subsidiary Guarantee. If an officer or Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Senior 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 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 4.17 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto of EXHIBIT D shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor Guarantor, by its President manual or one facsimile signature, by an Officer of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto C shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidentsan Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.1 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof6.1 of this Supplemental Indenture, each Subsidiary Guarantor hereby agrees that this Supplemental Indenture or a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed supplemental indenture entered into by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by pursuant to Section 3.1(d) of this Supplemental Indenture, as the Trustee and that this Indenture case may be, shall be executed on behalf of such Subsidiary Guarantor by its President an officer or one other authorized signatory of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 6.1 of this Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Subsidiary GuaranteeGuarantee on the Notes. If an Officer officer or other authorized signatory of any Subsidiary Guarantor whose signature is on this Supplemental Indenture or on a supplemental indenture entered into by such Subsidiary Guarantor pursuant to Section 3.1(d) of this Supplemental Indenture, as the Subsidiary Guarantee case may be, no longer holds that office or is no longer such an authorized signatory at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsedany Note, the Subsidiary Guarantee of such Subsidiary Guarantor shall be valid neverthelessnevertheless with respect to such Note. 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 the Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To further evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof11.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit E attached hereto C hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of after such Subsidiary Guarantor Guarantee is executed and executed by its President either manual or one facsimile signature of its Vice Presidentsan Officer of each Subsidiary Guarantor. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 11.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee a Security no longer holds that office at the time the Trustee authenticates the Note on which a such Security or at any time thereafter, such Subsidiary Guarantor's Subsidiary Guarantee is endorsed, the Subsidiary Guarantee of such Security shall be valid nevertheless. The delivery of any Note Security 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 the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto D shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Restricted Subsidiaries creates or acquires any Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.16 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.16 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof12.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.17 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 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 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Supplemental Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 Supplemental 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To (a) Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Article IX and this Section 14.03 shall evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a 14.01 without the need for any further notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. any Security. (b) Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 14.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. . (c) 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 Security on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. . (d) The delivery of any Note Security 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 Subsidiary Guarantors. (e) In the event that the Company creates or acquires any new Restricted Subsidiaries that are Domestic Subsidiaries subsequent to the date of this Indenture, if required by Article IX or Section 10.20 hereof, the Company shall cause such Restricted Subsidiaries to execute Supplemental Indentures to this Indenture and Guarantees in accordance with Article IX or Section 10.20 hereof and this Article XIV, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in of Exhibit E attached hereto shall be endorsed by manual or facsimile signature by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor Guarantor, by its President manual or one facsimile signature, by an Officer of its Vice Presidentssuch Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.19 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.19 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor Guarantor, if and when acquired or created, hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit attached as EXHIBIT E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor Guarantor, if and when acquired or created, hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 hereof shall will 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 will be valid nevertheless. 95 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors, if and when acquired or created,. In the event that Premier or any of its Restricted Subsidiaries creates or acquires any Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.18 hereof, Premier will cause such Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall be endorsed en- dorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Issuer or any of its Restricted Subsidiaries creates or acquires any Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.19, the Issuer shall cause such Subsidiary to comply with the provisions of Section 4.19 and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.24 hereof, the Company will cause such Subsidiary to comply with the provisions of Section 4.24 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.24 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.24 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof10.1, the Issuers and each Subsidiary Guarantor hereby agrees that (a) a notation of such Subsidiary Guarantee in substantially the form included in as set forth on Exhibit E attached C hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee Trustee, (b) such endorsement shall be executed on behalf of each Subsidiary Guarantor by its Chairman of the Board, President, Chief Financial Officer, Chief Operating Officer, Treasurer, Secretary or any Vice President and that (c) a counterpart signature page to this Indenture shall be executed on behalf of such each Subsidiary Guarantor by its Chairman of the Board, President or one of its Vice PresidentsPresidents and attested to by another officer acknowledging such Subsidiary Guarantor's agreement to be bound by the provisions hereof and thereof. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer 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 Notes on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall nevertheless be valid neverthelessvalid. 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 Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. (a) To evidence its Subsidiary Guarantee set forth in Section 10.01 14.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Officers. (b) Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 14.01 hereof shall will remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Subsidiary Guarantee. . (c) 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 endorsedSecurity, the Subsidiary Guarantee shall will be valid nevertheless. . (d) The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. (e) If required by Section 4.07 hereof, the Company will cause such Subsidiary to comply with the provisions of Section 4.07 hereof and this Article 14, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that shall (i) execute and deliver a notation of such Subsidiary Guarantee supplemental indenture substantially in substantially the form included in of Exhibit E attached D hereto or such other form reasonably satisfactory to the Trustee, which supplemental indenture shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated entered into in accordance with Section 4.16 hereof and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor, by manual or facsimile signature, by an Officer of such Guarantor and (ii) deliver an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by its President or one of its Vice Presidentssuch Guarantor. Each Subsidiary Guarantor hereby agrees shall agree that its Subsidiary Guarantee set forth in Section 10.01 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 officer who shall have signed this Indenture or on the Subsidiary Guarantee a supplemental indenture 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents, or in the case of a limited partnership, by the President or one of the Vice Presidents of its general partner. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 hereof, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 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 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 its Restricted Subsidiaries creates or acquires any Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.21 hereof, the Company shall cause such Subsidiary to comply with the provisions of Section 4.21 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01 Subsidiary, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.26 hereof, the Company shall cause such Subsidiary to comply with the provisions of Section 4.26 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached D hereto shall will be endorsed by manual, facsimile or electronically transmitted signature by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall (or a supplemental indenture substantially in form of Exhibit E hereof) will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 10.1 will 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 104 US-DOCS\113440289.2 10018285.2 longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Restricted Subsidiaries acquires or creates another Restricted Subsidiary Guarantorsafter the Issue Date, the Company will comply with the provisions of Section 4.9 hereof.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto F shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President President, Treasurer, Secretary or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 10.1 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 (and only if) required by Section 4.16 hereof the Company shall within 10 days of such creation or acquisition cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 4.16 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. 180 159 To evidence its Subsidiary Subsidiary' Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 [LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS] hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 4.17 hereof and this Article ~ 1, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its respective Subsidiary Guarantee set forth in Section 10.01 hereof1401, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and attested to by an Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 1401, shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an officer or 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Subsidiary Guarantorsafter the date hereof, if required by Section 4.21 hereof, the Company will cause such Subsidiary to comply with the provisions of Section 4.21 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Subsidiary 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 Domestic Restricted Subsidiaries subsequent to the date of this Indenture, if required by Section 4.16 hereof, the Company shall cause such Domestic Restricted Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 4.16 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that the Notes shall bear a notation of such Subsidiary Guarantee substantially in substantially the form included in annexed hereto as Exhibit E attached hereto shall be endorsed by an Officer of A stating that such Subsidiary Guarantor on each Note authenticated and delivered Notes are guaranteed by the Trustee Guarantors in accordance with this Article 10 and that may be released upon the terms and conditions set forth in this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsIndenture. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 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 Guarantorsof the Company (other than a Guarantor) becomes a guarantor under the Credit Agreement subsequent to the date of this Indenture, the Company shall cause such Subsidiary to become a Guarantor and to execute a supplemental indenture and Subsidiary Guarantee within 10 Business Days of the date when such event occurs.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that this or a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed supplemental indenture entered into by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by pursuant to Section 4.09 hereof, as the Trustee and that this Indenture case may be, shall be executed on behalf of such Subsidiary Guarantor by its President an officer or one other authorized signatory of its Vice Presidentssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 11.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Subsidiary GuaranteeGuarantee on the Notes. If an Officer officer or other authorized signatory of any Subsidiary Guarantor whose signature is on this Indenture or on a supplemental indenture entered into by such Subsidiary Guarantor pursuant to Section 4.09 hereof, as the Subsidiary Guarantee case may be, no longer holds that office or is no longer such an authorized signatory at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsedany Note, the Subsidiary Guarantee of such Subsidiary Guarantor shall be valid neverthelessnevertheless with respect to such Note. 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof14.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto D shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 14.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an Officer 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 Security on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note Security 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.20 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary Guarantees in accordance with Section 4.20 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.01 hereof12.1, each Subsidiary Guarantor the Company hereby agrees that to cause a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by manual or facsimile signature by an Officer of such Subsidiary each Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture a supplemental indenture shall be executed on behalf of such Subsidiary each Guarantor by its President President, Executive or Senior Vice President, Treasurer or one of its Vice Presidents. The Company shall cause all future Guarantors to execute a supplemental indenture. Each Guarantor who executes a Subsidiary Guarantor hereby Guarantee hereunder agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 12.1 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 any supplemental 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 and obligatory 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 11.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 Indenture, supplemental 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To further evidence its the Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee Guarantee, substantially in substantially the form included in Exhibit E attached hereto A hereto, shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of after such Subsidiary Guarantor Guarantee is executed and executed by its President either manual or one facsimile signature of its Vice Presidentsan Officer of each Subsidiary Guarantor. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Subsidiary Guarantor Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 of a Subsidiary Guarantor whose signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the such Note on which a or at any time thereafter, such Subsidiary Guarantor's Subsidiary Guarantee is endorsed, the Subsidiary 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 any Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof15.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached D hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers (but the failure to execute such notation shall not affect the validity of any Subsidiary Guarantee). Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 15.01 will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will be deemed to constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of each of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof10.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached D hereto shall will be endorsed by manual or facsimile signature by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall (or a supplemental indenture substantially in form of Exhibit E hereof) will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 10.1 will remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note Security on which a the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall will be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall will 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 its Restricted Subsidiaries acquires or creates another Restricted Subsidiary Guarantors(other than Foreign Subsidiaries) after the Issue Date, the Company will comply with the provisions of Section 4.9 hereof.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 13.1 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached B hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 13.1 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Subsidiaries creates or acquires any Domestic Subsidiary Guarantors(other than an Immaterial Subsidiary) after the date of this Indenture, if required by Section 6.10 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 6.10 hereof and this Article XIII, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof12.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall 12.01 will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.24 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.24 hereof and this Article 12, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof12.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto A shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this the Company shall cause all Guarantors to execute a Supplemental Indenture shall be executed on behalf substantially in the form of such Subsidiary Guarantor by its President or one of its Vice Presidents. Exhibit C. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security 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 Security on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note Security 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 4.17 hereof to become a Guarantor, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 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 10.01 hereof11.01, each Guaranteeing Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit of EXHIBIT E attached hereto shall be endorsed by an Officer of such Guaranteeing Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor Guaranteeing Subsidiary, by its President manual or one facsimile signature, by an Officer of its Vice Presidentssuch Guaranteeing Subsidiary. Each Guaranteeing Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary GuarantorsGuaranteeing Subsidiaries.

Execution and Delivery of Subsidiary Guarantee. (a) To evidence its each Subsidiary Guarantor's Subsidiary Guarantee set forth in Section 10.01 hereofthis Article 10, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor placed on each Note authenticated and delivered by the Trustee and that this Trustee. (b) This Indenture shall be executed on behalf of such each Subsidiary Guarantor, and an Officer of each Subsidiary Guarantor shall sign the notation of the Subsidiary Guarantee on the Notes by its President manual or one facsimile signature. If an Officer whose signature is on this Indenture or the notation of its Vice PresidentsSubsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. Each Subsidiary Guarantor hereby agrees that its the Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such the 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 Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in attached as Exhibit E attached hereto shall will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall will be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsOfficers. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall will 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 will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will 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 its Subsidiaries creates or acquires any Domestic Subsidiary Guarantorsafter the date of this Indenture, if required by Section 4.12 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.12 hereof and this Article 10, to the extent applicable.

Execution and Delivery of Subsidiary Guarantee. (a) To evidence its each Subsidiary Guarantor's Subsidiary Guarantee set forth in Section 10.01 hereof, this Article XI each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor placed on each Note Security authenticated and delivered by the Trustee and that this Trustee. (b) This Indenture shall be executed on behalf of such each Subsidiary Guarantor, and an Officer of each Subsidiary Guarantor shall sign the notation of the Subsidiary Guarantee on the Securities by its President manual or one facsimile signature. If an Officer whose signature is on this Indenture or the notation of its Vice PresidentsSubsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which the Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. Each Subsidiary Guarantor hereby agrees that its the Subsidiary Guarantee set forth in Section 10.01 11.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such the 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. . (c) The delivery of any Note Security 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 each Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof11.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer --------- of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidentsan Officer thereof. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof 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 Subsidiary Guarantors. In the event that the Company creates or acquires any 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 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture in accordance with Section 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 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 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 creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.19 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Subsidiary GuarantorsGuarantees in accordance with Section 4.19 hereof and this Article 10, to the extent applicable.