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

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as Exhibit D hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 11.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D hereto B shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors each Guarantor by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture such Guarantor and attested to by an any other Officer other than the Officer executing this Indenturethereof. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 1201 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as Exhibit D hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor and that a notation of such Subsidiary Guarantee substantially in the form included in EXHIBIT B hereto shall be endorsed on each Note thereafter authenticated and delivered by the Trustee. Such execution and any such endorsement shall be executed on behalf of such Subsidiary Guarantors Guarantor by any two of the following officers: the Chairman of the Board, any Vice Chairmanthe President, the President Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile Guarantor. The signature of its seal reproduced any of these officers on this Indenture and attested to by an Officer other than the Officer executing this IndentureNotes may be manual or facsimile. Each of the Subsidiary Guarantors agree agrees that the its Subsidiary Guarantees Guarantee set forth in this Article 11 12 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the any such Subsidiary GuaranteesGuarantee. If an Officer of a Subsidiary Guarantor whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the such Subsidiary Guarantees are Guarantee is endorsed, the such Subsidiary Guarantees 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 any Subsidiary Guarantees Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 11.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D hereto B shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof1401, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D hereto B to the Third Supplemental Indenture shall be endorsed by an officer of such Subsidiary Guarantor on each Senior Note Debenture thereafter authenticated and delivered by the Trustee and Trustee, that a supplement to this Indenture shall be executed on behalf of such Subsidiary Guarantor by its duly authorized officer in accordance with Section 1016 hereof and that such Subsidiary Guarantor shall deliver to the Subsidiary Guarantors Trustee the Opinion of Counsel required by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this IndentureSection 1016 hereof. Each of the Subsidiary Guarantors agree Guarantor hereby agrees that the its Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 1401 shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note Debenture a notation of the such Subsidiary GuaranteesGuarantee. If an Officer officer whose facsimile signature is on a Senior Note supplement to this Indenture or on the notation of Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note Debenture on which the a notation of Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees Guarantee shall be valid nevertheless. The delivery of any Senior Note Debenture by the Trustee, after the authentication thereof hereunderhereunder and whether upon original issue, registration of transfer, exchange or otherwise, shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture on behalf of the each Person that is then a Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof10.01, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as in Exhibit D hereto B 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 the such Subsidiary Guarantors Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this IndenturePresidents. Each of the Subsidiary Guarantors agree Guarantor hereby agrees that the its Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 10.01 shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary GuaranteesGuarantee. If an Officer whose facsimile signature is on a Senior Note this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees 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 Guarantees 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 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A-1 hereto shall be endorsed on each Senior Note Debenture authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents or Manager-Members, as applicable, of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 10 will remain in full force and effect and apply to all the Senior Notes Debentures notwithstanding any failure to endorse on each Senior Note Debenture a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note Debenture no longer holds that office at the time the Trustee authenticates the Senior Note Debenture on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid nevertheless. The delivery of any Senior Note Debenture by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof11.01, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D hereto C shall be endorsed by an officer of such Guarantor on each Senior Note authenticated and delivered by the Trustee and Trustee, that this Indenture shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than and that such Guarantor shall deliver to the Officer executing this IndentureTrustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor's Subsidiary Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Each of the Guarantor hereby agrees that its Subsidiary Guarantors agree that the Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 11.01 shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary GuaranteesGuarantee. If an Officer whose facsimile signature is on a Senior Note this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees 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 Guarantees Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof1401, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D hereto B to the Sixth Supplemental Indenture shall be endorsed by an officer of such Subsidiary Guarantor on each Senior Note thereafter authenticated and delivered by the Trustee and Trustee, that a supplement to this Indenture shall be executed on behalf of such Subsidiary Guarantor by its duly authorized officer in accordance with Section 1010 hereof and that such Subsidiary Guarantor shall deliver to the Subsidiary Guarantors Trustee the Opinion of Counsel required by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this IndentureSection 1010 hereof. Each of the Subsidiary Guarantors agree Guarantor hereby agrees that the its Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 1401 shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary GuaranteesGuarantee. If an Officer officer whose facsimile signature is on a Senior Note supplement to this Indenture or on the notation of Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a notation of Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees Guarantee shall be valid nevertheless. The delivery of any Senior Note by the Trustee, after the authentication thereof hereunderhereunder and whether upon original issue, registration of transfer, exchange or otherwise, shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture on behalf of the each Person that is then a Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A-1 hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents an Officer of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture Guarantors and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree agrees that the Subsidiary Guarantees set forth in this Article 11 10 will remain in full force and effect and apply to all the Senior Notes Notes, notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 10 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.. 87 82

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof14.01, each of the Subsidiary Guarantors Guarantor hereby agrees that this Agreement and a notation of the Subsidiary Guarantees substantially Guarantee in the form included as of Exhibit D E hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Noteholders a Subsidiary Guarantee in the form of Exhibit E hereto and a supplemental agreement substantially in the form of Exhibit F hereto, pursuant to which such Subsidiary shall become a Guarantor under this Section 14 and shall guarantee the Obligations of the Subsidiary Guarantors, Company under a facsimile of its seal reproduced on this Indenture Agreement and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary GuaranteesNotes. If an Officer officer whose facsimile signature is on this Agreement or on a Senior Note Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates Company executes and delivers the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees Guarantee shall be valid nevertheless. The execution and delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture Agreement on behalf of the Guarantors. Each Guarantor hereby agrees that its Subsidiary GuarantorsGuarantee set forth in Section 14.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D hereto B (executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Guarantor on each Senior Note authenticated and delivered by the Trustee and that this Indenture and, to the extent required by the provisions hereof, the Security Documents, shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to such Guarantor by an Officer other than the Officer executing this Indentureof such Guarantor. Each of the Guarantor hereby agrees that its Subsidiary Guarantors agree that the Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 10.01 hereof shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary GuaranteesGuarantee. If an Officer whose facsimile signature is on a Senior Note this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees 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 Guarantees Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D hereto C (executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Guarantor on each Senior Note authenticated and delivered by the Trustee and that this Indenture and, to the extent required by the provisions hereof, the Security Documents, shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to such Guarantor by an Officer other than the Officer executing this Indentureof such Guarantor. Each of the Guarantor hereby agrees that its Subsidiary Guarantors agree that the Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 10.01 hereof shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary GuaranteesGuarantee. If an Officer whose facsimile signature is on a Senior Note this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees 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 Guarantees Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees set forth in Section 11.1 hereofGuarantee, each of the Subsidiary Guarantors that is required to become a Guarantor hereby agrees that to execute a notation of the Subsidiary Guarantees supplement to this Indenture, substantially in the form included as of Exhibit D hereto shall be endorsed on each Senior Note authenticated C hereto, and delivered by deliver it to the Trustee and that Trustee. Each such supplement to this Indenture shall be executed on behalf of the Subsidiary Guarantors applicable Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of such Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the Chairman of the Board, fact that it is not affixed to any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indentureparticular Security. Each of the Subsidiary Guarantors agree hereby agrees that the Subsidiary Guarantees set forth in this Article 11 will its Guarantee shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note Security a notation of the Subsidiary Guaranteessuch Guarantee. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Senior Note Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note Security on which the Subsidiary Guarantees are endorsedsuch Guarantee is endorsed or at any time thereafter, the Subsidiary Guarantees such Guarantor’s Guarantee of such Security shall nevertheless be valid nevertheless. valid, The delivery of any Senior Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees any Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantorseach Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 10 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D J hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents each of of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 X will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A-1 hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents or Manager-Members, as applicable, of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 10 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 10.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A-1 hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 10 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 hereof, each of the Subsidiary Guarantors agrees that This Indenture or a notation of the Subsidiary Guarantees substantially supplemental indenture in the form included attached hereto as Exhibit D hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture B shall be executed on behalf of the each Subsidiary Guarantors --------- Guarantor by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the such Subsidiary Guarantor. A notation of Subsidiary Guarantee may, but need not, be placed on each Note. Any such notation may, but need not, be executed by one or more Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree agrees that the Subsidiary Guarantees set forth in this Article 11 12 and in any supplemental indentures will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees, and notwithstanding any failure of any Subsidiary Guarantor to execute such notation. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid nevertheless. 77 The delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in this Indenture and in any supplemental indentures on behalf of the Subsidiary Guarantors, notwithstanding any failure to endorse a notation of such Subsidiary Guarantees on such Note, and notwithstanding any failure of any Subsidiary Guarantor to execute such notation.

Execution and Delivery of Subsidiary Guarantees. To evidence the ----------------------------------------------- its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof14.1, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the Subsidiary Guarantees substantially in the form included as Exhibit D hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture Agreement shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Holders a Subsidiary Guarantee in the form of Exhibit C hereto and a --------- supplemental agreement substantially in the form of Exhibit D hereto, pursuant --------- to which such Subsidiary shall become a Guarantor under this Section 14 and shall guarantee the Obligations of the Company under this Agreement and the Notes. Concurrently with the execution and delivery of such Subsidiary GuarantorsGuarantee and such supplemental agreement, under a facsimile such Guarantor shall deliver to the Holders an opinion of its seal reproduced on this Indenture and attested counsel reasonably acceptable to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree Purchasers that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor's Subsidiary Guarantees set forth Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guaranteesaccordance with its terms. If an Officer officer whose facsimile signature is on this Agreement or on a Senior Note Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates Company executes and delivers the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees Guarantee shall be valid nevertheless. The execution and delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture Agreement on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 1401 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D A hereto shall be endorsed on each Senior Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the its Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this IndenturePresidents. Each of the Subsidiary Guarantors agree agrees that the Subsidiary Guarantees set forth in this Article 11 will Fourteen shall remain in full force and effect and apply to all of the Senior Notes Securities notwithstanding any failure to endorse on each Senior Note Security a notation of the Subsidiary Guarantees. If an Officer individual whose manual or facsimile signature is on a Senior Note no longer holds that Security shall have ceased to hold such office at prior to the time authentication and delivery of the Trustee authenticates the Senior Note Security on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid nevertheless. The delivery of any Senior Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees endorsed thereon and set forth in this Indenture on behalf and shall bind each Guarantor notwithstanding the fact that a Subsidiary Guarantee does not bear the signature of such Guarantor. Each of the Guarantors hereby jointly and severally agrees that its form of Subsidiary GuarantorsGuarantee set forth in Section 1401 and in the form of Subsidiary Guarantee established pursuant to Exhibit A shall remain in full force and effect notwithstanding any failure to endorse a Subsidiary Guarantee on any Security.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof14.1, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the Subsidiary Guarantees substantially in the form included as Exhibit D hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture Agreement shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Holders a supplemental agreement substantially in the form of Exhibit F hereto (“Supplemental Agreement”), pursuant to which such Subsidiary shall become a Guarantor under this Section 14 and shall guarantee the Obligations of the Subsidiary GuarantorsCompany under this Agreement and the Notes. Concurrently with the execution and delivery of such Supplemental Agreement, under a facsimile such Guarantor shall deliver to the Holders an opinion of its seal reproduced on this Indenture and attested counsel reasonably acceptable to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree Purchasers that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Supplemental Agreement and the Notation of Subsidiary Guarantees set forth Guarantee on any Note with respect to which this Subsidiary Guarantee is given, is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guaranteesaccordance with its terms. If an Officer officer whose facsimile signature is on this Agreement or on a Senior Note Supplemental Agreement no longer holds that office at the time the Trustee authenticates the Senior Company executes and delivers any Note on with respect to which the this Subsidiary Guarantees are endorsedGuarantee is given, the this Subsidiary Guarantees Guarantee shall be valid nevertheless. The execution and delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture Agreement on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof10.1, each of the Subsidiary Guarantors Guarantor hereby agrees that this Agreement and a notation of the Subsidiary Guarantees substantially Guarantee in the form included as of Exhibit D B hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Noteholders a Supplemental Agreement to this Agreement in the form of Exhibit E and a Subsidiary Guarantee in the form of Exhibit B hereto, pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Section 10 and shall guarantee the Obligations of the Subsidiary Guarantors, Company under a facsimile of its seal reproduced on this Indenture Agreement and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary GuaranteesNotes. If an Officer officer whose facsimile signature is on this Agreement or on a Senior Note Subsidiary Guarantee or Supplemental Agreement no longer holds that office at the time the Trustee authenticates Company executes and delivers the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees Guarantee shall be valid nevertheless. The execution and delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Indenture Agreement on behalf of the Guarantors. Each Guarantor hereby agrees that its Subsidiary GuarantorsGuarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

Execution and Delivery of Subsidiary Guarantees. (a) To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereofthis Supplemental Indenture, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as of Exhibit D hereto C to the Indenture shall be endorsed by an Officer of such Guarantor on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of after the Subsidiary Guarantors by date hereof. (b) Notwithstanding the Chairman of the Board, any Vice Chairmanforegoing, the President or one of the Vice Presidents of the Guarantor hereby agrees that its Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees Guarantee set forth in this Article 11 will herein shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary Guarantees. Guarantee. (c) If an Officer whose facsimile signature is on a Senior Note this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees Guarantee shall be valid nevertheless. . (d) The delivery of any Senior Note by the Trustee, after the authentication thereof hereunderunder the Indenture, shall constitute due delivery of the Subsidiary Guarantees Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary GuarantorsGuarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D hereto B shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree agrees that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 11.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D hereto B shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of each of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of each of the Guarantors. Notwithstanding the foregoing, in the event additional Subsidiary Guarantees are created pursuant to Section 4.18 hereof, any Notes issued prior to the existence of any such additional Subsidiary Guarantees need not be reissued by the Company to include the names of such additional Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will Section 11.01 hereof shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 11.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D hereto B shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture Guarantors and attested to by an Officer other than the Officer executing this IndentureOfficer. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 12.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D A hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 12 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid nevertheless. 105 The delivery of any Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 11.01 hereof, each of the Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees substantially in the form included as in Exhibit D hereto B shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture Guarantors and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof11.01, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as in Exhibit D hereto E shall be endorsed by an Officer of such Guarantor or by its duly appointed attorney-in-fact on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Board, any Vice Chairman, the its President or one of the its Vice Presidents of the Subsidiary Guarantors, under a facsimile of or by its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indentureduly appointed attorney-in-fact. Each of the Guarantor hereby agrees that its Subsidiary Guarantors agree that the Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 11.01 shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note Subsidiary a notation of such Subsidiary Guarantee. The execution of a Subsidiary Guarantee on behalf of a Guarantor by its attorney-in-fact shall constitute a representation and warranty on the Subsidiary Guaranteespart of such Guarantor hereunder of the due appointment of such attorney-in-fact. If an Officer or duly appointed attorney-in-fact whose facsimile signature is on this Indenture or on a Senior Note Subsidiary Guarantee no longer holds that office or maintains such appointment, as the case may be, at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees 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 Guarantees Guarantee set forth in this Indenture on behalf of the Subsidiary GuarantorsGuarantors and each of them.

Execution and Delivery of Subsidiary Guarantees. To evidence the its Subsidiary Guarantees Guarantee set forth in Section 11.1 hereof11.01, each of the Subsidiary Guarantors Guarantor hereby agrees that a notation of the such Subsidiary Guarantees Guarantee substantially in the form included as in Exhibit D hereto E shall be endorsed by an Officer of such Guarantor on each Senior Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the Subsidiary Guarantors such Guarantor by the Chairman of the Boardits President, any Vice Chairman, the President or one of the its Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indentureor Treasurer or Chief Financial Officer. Each of the Guarantor hereby agrees that its Subsidiary Guarantors agree that the Subsidiary Guarantees Guarantee set forth in this Article 11 will Section 11.01 shall remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the such Subsidiary GuaranteesGuarantee. If an Officer whose facsimile signature is on a Senior Note this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Note on which the a Subsidiary Guarantees are Guarantee is endorsed, the Subsidiary Guarantees 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 Guarantees 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 XI, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence the Subsidiary Guarantees set forth in Section 11.1 hereof, each of the Subsidiary Guarantors agrees that This Indenture or a notation of the Subsidiary Guarantees substantially supplemental indenture in the form included attached hereto as Exhibit D hereto shall be endorsed on each Senior Note authenticated and delivered by the Trustee and that this Indenture B shall be executed on behalf of the each Subsidiary Guarantors Guarantor by the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the such Subs▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇ notation of Subsidiary Guarantee may, but need not, be placed on each Note. Any such notation may, but need not, be executed by one or more Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantors agree agrees that the Subsidiary Guarantees set forth in this Article 11 12 and in any supplemental indentures will remain in full force and effect and apply to all the Senior Notes notwithstanding any failure to endorse on each Senior Note a notation of the Subsidiary Guarantees, and notwithstanding any failure of any Subsidiary Guarantor to execute such notation. If an Officer whose facsimile signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees 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 Guarantees set forth in this Indenture and in any supplemental indentures on behalf of the Subsidiary Guarantors, notwithstanding any failure to endorse a notation of such Subsidiary Guarantees on such Note, and notwithstanding any failure of any Subsidiary Guarantor to execute such notation.