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

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee, each Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, substantially in the form of Exhibit C hereto, and deliver it to the Trustee. Each such supplement to this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Guarantors, if any, hereby agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 11.01 hereof, each of the Guarantors agrees that a notation of the Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, Guarantees substantially in the form of included in Exhibit C hereto, B shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 1201 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, substantially in the form of Exhibit C hereto, and deliver it to the Trustee. Each such supplement to this Indenture shall be executed on behalf of such Subsidiary Guarantor and that a notation of such Subsidiary Guarantee substantially in the applicable 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 Guarantor by either any two of the following officers: the Chairman of the Board, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or one of the Vice Presidents of the Subsidiary Guarantor. The signature of any of these officers on the Notes may be 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Securityfacsimile. Each of the Guarantors, if any, hereby Subsidiary Guarantors agrees that its Subsidiary Guarantee shall set forth in this Article 12 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of any such Subsidiary Guarantee. If an Officer of a Subsidiary Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 11.1 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included as Exhibit C hereto, D hereto shall be endorsed on each Senior Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed 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 any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall 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 Security Senior Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Senior Note no longer holds that office at the time the Trustee authenticates the Security Senior Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 11.01 hereof, each of the Guarantors agrees that a notation of the Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, Guarantees substantially in the form of included in Exhibit C hereto, B shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the applicable each Guarantor by either manual the Chairman of the Board, any Vice Chairman, the President or facsimile signature one of one Officer or other person duly authorized by all necessary corporate action the Vice Presidents of such Guarantor who shall have been duly authorized and attested 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 Securityother Officer thereof. Each of the Guarantors, if any, hereby agrees Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 10.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A-1 hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the applicable Guarantor Subsidiary Guarantors by either manual or facsimile signature an Officer of one the Subsidiary Guarantors and attested to by an 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 Subsidiary Guarantee shall not be affected by than the fact that it is not affixed to any particular SecurityOfficer executing this Indenture. Each of the Guarantors, if any, hereby Subsidiary Guarantors agrees that its the Subsidiary Guarantee shall Guarantees set forth in this Article 10 will remain in full force and effect and apply to all the Notes, notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 11.1 hereof, each of the Guarantors agrees that a notation of the Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, Guarantees substantially in the form of included in Exhibit C hereto, B shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby Guarantors agrees that its the Subsidiary Guarantee shall Guarantees set forth in this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 11.01 hereof, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form of Exhibit C hereto, (executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Guarantor on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the applicable such Guarantor by either manual or facsimile signature of one an 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityGuarantor. Each of the Guarantors, if any, Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which such a Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 11.01, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form included in Exhibit E shall be endorsed by an Officer of Exhibit C hereto, such Guarantor or by its duly appointed attorney-in-fact on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the applicable such Guarantor by either manual its President or facsimile signature one of one Officer its Vice Presidents or other person by its 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Securityappointed attorney-in-fact. Each of the Guarantors, if any, Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security 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 part of such Guarantor hereunder of the due appointment of such attorney-in-fact. If an Officer of a Guarantor or duly appointed attorney-in-fact whose signature is on this Indenture or on a Subsidiary Guarantee no longer holds that office or maintains such appointment, as the case may be, at the time the Trustee authenticates the Security Note on which such a Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors and each Guarantorof them.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 1401, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form of Exhibit C hereto, and deliver it B to the Sixth Supplemental Indenture shall be endorsed by an officer of such Subsidiary Guarantor on each Note thereafter authenticated and delivered by the Trustee. Each such , that a supplement to this Indenture shall be executed on behalf of the applicable such Subsidiary Guarantor by either manual or facsimile signature of one Officer or other person its duly authorized officer in accordance with Section 1010 hereof and that such Subsidiary Guarantor shall deliver to the Trustee the Opinion of Counsel required 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular SecuritySection 1010 hereof. Each of the Guarantors, if any, Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor officer whose signature is on a supplement to this Indenture or a on the notation of Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which such a notation of Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security 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 any the Subsidiary Guarantee set forth in this Indenture on behalf of each Person that is then a Subsidiary Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 10.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A-1 hereto shall be endorsed on each Debenture authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed 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 any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 10 will remain in full force and effect and apply to all the Debentures notwithstanding any failure to endorse on each Security Debenture a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Debenture no longer holds that office at the time the Trustee authenticates the Security Debenture on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Debenture by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee, each Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, substantially in the form of Exhibit C hereto, and deliver it to the Trustee. Each such supplement to this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Guarantors, if any, Guarantors hereby agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 10.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed 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 any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 10.01 hereof, each of the Guarantors agrees that a notation of the Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, Guarantees substantially in the form of included in Exhibit C hereto, J hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of each of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents each of of the Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article X will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 10.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A-1 hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed 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 any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 1401 hereof, each of the Guarantors agrees that a Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, Guarantee substantially in the form of Exhibit C hereto, A hereto shall be endorsed on each Security authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the applicable such Guarantor by either manual its Chairman of the Board, its President or facsimile signature one 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Securityits Vice Presidents. Each of the Guarantors, if any, hereby Guarantors agrees that its the Subsidiary Guarantee Guarantees set forth in this Article Fourteen shall remain in full force and effect and apply to all of the Securities notwithstanding any failure to endorse on each Security a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor individual whose manual or facsimile signature is on this Indenture or a Subsidiary Guarantee no longer holds that Security shall have ceased to hold such office at prior to the time the Trustee authenticates authentication and delivery of the Security on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantees endorsed thereon and set forth in this Indenture 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 Guarantee set forth in this Indenture 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 behalf of each Guarantorany Security.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 10.01 hereof, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form of Exhibit C hereto(executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture and, and deliver it to the Trustee. Each such supplement to this Indenture extent required by the provisions hereof, the Security Documents, shall be executed on behalf of the applicable such Guarantor by either manual or facsimile signature of one an 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityGuarantor. Each of the Guarantors, if any, 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 Security Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which such a Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 11.01, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form of Exhibit C hereto, shall be endorsed by an officer of such Guarantor on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to , that this Indenture shall be executed on behalf of the applicable such Guarantor by either manual its President or facsimile signature one of one its Vice Presidents and attested to by an Officer or other person duly authorized by all necessary corporate action of and that such Guarantor who shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized to so execute authorized, executed and delivered by all requisite corporate action. The validity such Guarantor and enforceability of any that such Guarantor's Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Securitya valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Each of the Guarantors, if any, Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which such a Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 10.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A-1 hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its seal reproduced on this Indenture and attested to any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantee set forth in this Article 10, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form of included in Exhibit C hereto, G hereto shall be placed on each Note authenticated and deliver it to made available for delivery by the Trustee. Each such supplement to Trustee and that the Subsidiary Guarantee in this Indenture shall be executed on behalf of the applicable each Subsidiary Guarantor by either the manual or facsimile signature of one an 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 each Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityGuarantor. Each of the Guarantors, if any, Subsidiary Guarantor hereby agrees that its the Subsidiary Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Subsidiary Guarantee. If an Officer of a Subsidiary Guarantor whose manual or facsimile signature is on this Indenture or a the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s Subsidiary the Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each Subsidiary Guarantor.. 93 -84-

Execution and Delivery of Subsidiary Guarantees. To further evidence its the Subsidiary GuaranteeGuarantees set forth in Section 1502, each Subsidiary that is required to become a Guarantor hereby agrees that a notation relating to execute a supplement to this Indenture, substantially such Subsidiary Guarantees shall be endorsed on each Guaranteed Security authenticated and delivered by the Trustee in the form provided for in Section 206. Each Subsidiary Guarantor shall be deemed to have signed on each Guaranteed Security issued hereunder any required notation of Exhibit C hereto, and deliver it guarantee to the Trusteesame extent as if the signature of such Subsidiary Guarantor appeared on such Guaranteed Security. Each such supplement to this Indenture The notation of a guarantee set forth on any Guaranteed Security shall be executed on behalf null and void and of no further effect with respect to the 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 Subsidiary Guarantee of any Subsidiary Guarantee shall not be affected by the fact that it Guarantor which, pursuant to Section 1507, is not affixed to any particular Securityreleased from such Subsidiary Guarantee. Each of the Guarantors, if any, Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 1502 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Security a notation of relating to such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid, The delivery of any Guaranteed Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set forth in this Indenture on behalf of each the Subsidiary Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 10.01 hereof, each Subsidiary that is required to become a Guarantor hereby agrees to execute that a supplement to this Indenture, notation of such Subsidiary Guarantee substantially in the form of Exhibit C heretoB (executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture and, and deliver it to the Trustee. Each such supplement to this Indenture extent required by the provisions hereof, the Security Documents, shall be executed on behalf of the applicable such Guarantor by either manual or facsimile signature of one an 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityGuarantor. Each of the Guarantors, if any, 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 Security Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security Note on which such a Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To further evidence its the Subsidiary GuaranteeGuarantee set forth in Section 1401 hereof, each Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, substantially in that notation of the form of Exhibit C hereto, and deliver it to the Trustee. Each such supplement to this Indenture Subsidiary Guarantee shall be endorsed on each Security authenticated and delivered by the Trustee and executed on behalf of the applicable Guarantor by either manual or facsimile signature of one Officer or other person duly an authorized by all necessary corporate action officer of such 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 SecurityGuarantor. Each of the Guarantors, if any, Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 1401 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such the Subsidiary Guarantee. If an Officer officer of a the Subsidiary Guarantor whose signature is on this Indenture or a Subsidiary Guarantee Security no longer holds that office at the time the Trustee authenticates the such Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such the Subsidiary Guarantor’s 's Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each such Subsidiary Guarantor, whether or not the notation of Subsidiary Guarantee is endorsed thereon. Section 1408 Release of Subsidiary Guarantor.

Execution and Delivery of Subsidiary Guarantees. To further evidence its the Subsidiary GuaranteeGuarantee set forth in Section 1401 hereof, each Subsidiary that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, substantially in that notation of the form of Exhibit C hereto, and deliver it to the Trustee. Each such supplement to this Indenture Subsidiary Guarantee shall be endorsed on each Security authenticated and delivered by the Trustee and executed on behalf of the applicable Guarantor by either manual or facsimile signature of one Officer or other person duly an authorized by all necessary corporate action officer of such 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 SecurityGuarantor. Each of the Guarantors, if any, Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 1401 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such the Subsidiary Guarantee. If an Officer officer of a the Subsidiary Guarantor whose signature is on this Indenture or a Subsidiary Guarantee Security no longer holds that office at the time the Trustee authenticates the such Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such the Subsidiary Guarantor’s 's Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture on behalf of each such Subsidiary Guarantor, whether or not the notation of Subsidiary Guarantee is endorsed thereon.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 10.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed 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 any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantor.the Subsidiary Guarantors. 87 82

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 14.01, each Subsidiary that is required to become a Guarantor hereby agrees that this Agreement and a Subsidiary Guarantee in the form of Exhibit E hereto shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents and, to execute the extent not a supplement party to this IndentureAgreement 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 C F hereto, pursuant to which such Subsidiary shall become a Guarantor under this Section 14 and deliver it to shall guarantee the TrusteeObligations of the Company under this Agreement and the Notes. Each such supplement to If an officer whose signature is on this Indenture Agreement or on a Subsidiary Guarantee no longer holds that office at the time the Company executes and delivers the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be executed valid nevertheless. The execution and delivery of any Note by the Company shall constitute due delivery of the Subsidiary Guarantee set forth in this Agreement on behalf of the 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 Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular SecurityGuarantors. Each of the Guarantors, if any, Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 14.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security Note a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such Guarantor’s Subsidiary Guarantee of such Security shall nevertheless be valid, The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary GuaranteeGuarantee set forth in Section 14.1, each Subsidiary that is required to become a Guarantor hereby agrees that this Agreement shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents and, to execute the extent not a supplement party to this IndentureAgreement on the date hereof, each Guarantor shall execute and deliver to the Holders a supplemental agreement substantially in the form of Exhibit C heretoF hereto (“Supplemental Agreement”), 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 Supplemental Agreement, such Guarantor shall deliver it to the Trustee. Each such supplement Holders an opinion of counsel reasonably acceptable to this Indenture shall be executed on behalf of the 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 Purchasers that the foregoing have been duly authorized to so execute authorized, executed and delivered by all requisite corporate action. The validity such Guarantor and enforceability that such Supplemental Agreement and the Notation of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed on any Note with respect to any particular Security. Each of the Guarantors, if any, hereby agrees that its which this Subsidiary Guarantee shall remain in full force is given, is a valid and effect notwithstanding any failure to endorse on each Security a notation legally binding obligation of such Subsidiary GuaranteeGuarantor, enforceable against such Guarantor in accordance with its terms. If an Officer of a Guarantor officer whose signature is on this Indenture Agreement or on a Subsidiary Guarantee Supplemental Agreement no longer holds that office at the time the Trustee authenticates the Security on Company executes and delivers any Note with respect to which such this Subsidiary Guarantee is endorsed or at any time thereaftergiven, such Guarantor’s this Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The execution and delivery of any Security Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture Agreement on behalf of each Guarantorthe Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary GuaranteeGuarantees set forth in Section 12.01 hereof, each of the Subsidiary Guarantors agrees that is required to become a Guarantor hereby agrees to execute a supplement to this Indenture, notation of the Subsidiary Guarantees substantially in the form of included in Exhibit C hereto, A hereto shall be endorsed on each Note authenticated and deliver it to delivered by the Trustee. Each such supplement to Trustee and that this Indenture shall be executed on behalf of the 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 Subsidiary Guarantee shall not be affected Guarantors by the fact that it is not affixed 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 any particular Securityby an Officer other than the Officer executing this Indenture. Each of the Guarantors, if any, hereby agrees Subsidiary Guarantors agree that its the Subsidiary Guarantee shall Guarantees set forth in this Article 12 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Security Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Subsidiary Guarantee Note no longer holds that office at the time the Trustee authenticates the Security Note on which such the Subsidiary Guarantee is endorsed or at any time thereafterGuarantees are endorsed, such Guarantor’s the Subsidiary Guarantee of such Security Guarantees shall nevertheless be valid, valid nevertheless. 105 The delivery of any Security Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of each Guarantorthe Subsidiary Guarantors.

Execution and Delivery of Subsidiary Guarantees. To evidence ----------------------------------------------- its Subsidiary GuaranteeGuarantee set forth in Section 14.1, each Subsidiary that is required to become a Guarantor hereby agrees that this Agreement shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents and, to execute the extent not a supplement party to this IndentureAgreement 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 C 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 Guarantee and such supplemental agreement, such Guarantor shall deliver it to the Trustee. Each such supplement Holders an opinion of counsel reasonably acceptable to this Indenture shall be executed on behalf of the 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 Purchasers that the foregoing have been duly authorized to so execute authorized, executed and delivered by all requisite corporate action. The validity such Guarantor and enforceability of any that such Guarantor's Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each of the Guarantors, if any, hereby agrees that its Subsidiary Guarantee shall remain in full force a valid and effect notwithstanding any failure to endorse on each Security a notation legally binding obligation of such Subsidiary GuaranteeGuarantor, enforceable against such Guarantor in accordance with its terms. If an Officer of a Guarantor officer whose signature is on this Indenture Agreement or on a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates Company executes and delivers the Security Note on which such a Subsidiary Guarantee is endorsed or at any time thereafterendorsed, such Guarantor’s the Subsidiary Guarantee of such Security shall nevertheless be valid, valid nevertheless. The execution and delivery of any Security Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of any the Subsidiary Guarantee set forth in this Indenture Agreement on behalf of each Guarantorthe Guarantors.