Common use of Execution and Delivery Clause in Contracts

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 4.11 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.11 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor as of the Issue Date hereby agrees that this Indenture (or a supplemental indenture notation of such Note Guarantee substantially in the form of included in Exhibit D hereto) shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such each Guarantor by one of its authorized officers. Officers. (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 4.17 hereof, the Issuer Company shall cause any newly created or acquired Restricted the applicable Subsidiary to comply with the provisions of Section 4.15 4.17 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, to evidence its Guarantee set forth in Section 10.01 hereof16.1, each Guarantor hereby agrees that this Indenture (or a and any applicable indenture supplemental indenture in the form of Exhibit D hereto) hereto shall be executed in the name and on behalf of such Guarantor by the manual or facsimile signature of its Chief Executive Officer, President, one of its authorized officersVice Presidents or Treasurer. If the Person whose signature is on this Indenture and any applicable indenture supplemental hereto no longer holds that office at the time the Trustee authenticates the Securities, the Guarantee shall nevertheless be valid. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof 16.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid neverthelessSecurities. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by pursuant to Section 4.15 hereof6.8, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 6.8 and this Article 10XVI, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 10.1 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in indenture, as the form of Exhibit D heretocase may be) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officersOfficers, managers, its trustee, its managing member or its general partner, as the case may be. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer, manager, trustee, managing member or general partner of a Subsidiary Guarantor whose signature is on this Indenture (or a supplemental indenture in indenture, as the form of Exhibit D heretocase may be) no longer holds that office at the time the Trustee authenticates a Notethe Notes, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereofthis Article XIV, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one an Officer of its authorized officerssuch Guarantor, and in the case of any New KKR Entity that becomes a Guarantor in accordance with this Indenture, such New KKR Entity’s Guarantee shall be evidenced by the execution and delivery on behalf of such New KKR Entity of a supplemental indenture hereto by an Officer of such New KKR Entity. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof this Article XIV shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notesany Securities. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Noteany Security, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereofThis Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicablesame instrument.

Execution and Delivery. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Subsidiary Guarantor by one an Officer of its authorized officerssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Subsidiary Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If To the extent required by Section 4.15 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or or, in the case of each Guarantor that becomes a party hereto after the date hereof, a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its president, one of its authorized officersvice presidents, one of its managers, one of its members, one of its general partners, one of its executives, or its corporate treasurer or controller corporate staff. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Note Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Note Guarantor by its Chairman, President, its Chief Financial Officer, its Treasurer, its Assistant Treasurer, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Note Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the such Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Note Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 11.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officersan Officer or person holding an equivalent title. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 1011, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each of the Guarantors and the Parent Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor or the Parent Guarantor, as applicable, by one its President, any Vice President, its Treasurer, any Assistant Treasurer or any other authorized officer thereof. Any Guarantor or other guarantor that shall provide a guarantee pursuant to this Article 10 as of its authorized officersa date after the Issue Date shall execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto. Each of the Guarantors and the Parent Guarantor hereby agrees that its Guarantee or the Parent Guarantee, as applicable, as set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee or Parent Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees and the Parent Guarantee set forth in this Indenture on behalf of the GuarantorsGuarantors and the Parent Guarantor, respectively. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one an Officer of its authorized officerssuch Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee Authenticating Agent authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the TrusteeAuthenticating Agent, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Parent shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 11.01 hereof, each Guarantor hereby agrees that this Indenture (or or, with regard to each Guarantor that becomes a party hereto after the date hereof, a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10XI, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01, (i) each Guarantor as of the Issue Date shall execute and deliver this Indenture on the Issue Date and (ii) each other Guarantor from time to time shall execute and deliver a supplemental indenture to this Indenture (which may be substantially in the form of the supplemental indenture set forth in Exhibit D). Upon the execution and delivery of this Indenture or any supplemental indenture to this Indenture, each Guarantor who executes this Indenture or such supplemental indenture agrees that its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) to this Indenture no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary and is a Restricted Subsidiary (other than the Guarantors or a Receivables Subsidiary) to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officersofficers or other representatives. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee or its Authenticating Agent authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture notation of such Note Guarantee substantially in the form of included in Exhibit D hereto) shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its authorized officersVice Presidents. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 4.17 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.17 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, subject to Section 10.07 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto, with such modifications as the Issuer determines is appropriate to comply with the Agreed Guarantee Principles) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or or, in the case of each Guarantor that becomes a party hereto after the date hereof, a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers or other duly authorized signatory with respect to such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officers. an Officer, director, general manager or person holding an equivalent title. (b) Each Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer the person whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. . (e) If required by Section 4.15 hereof4.16, the Issuer shall cause any newly created or acquired Restricted Subsidiary that is not then a Subsidiary Guarantor to comply with the provisions of Section 4.15 hereof 4.16 and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by its President, one of its authorized officers. Vice Presidents or one of its Assistant Vice Presidents. (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. . (c) If an officer of a Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officersofficers or other representatives. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or with respect to Subsidiary Guarantors that become such after the Issue Date, a supplemental indenture in the form of Exhibit D heretoto this Indenture) shall be executed on behalf of such Subsidiary Guarantor by one an Officer of its authorized officerssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 4.16 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.16 hereof and this Article 1011, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by its President, Chief Financial Officer, Treasurer, one of its authorized officers. Senior Vice Presidents, one of its Vice Presidents or one of its Assistant Vice Presidents. (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. . (c) If an officer of a Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by its President, one of its authorized officers. Vice Presidents or one of its Assistant Vice Presidents. (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. . (c) If an officer of a Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee Authentication Agent authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretowith regard to each Guarantor that becomes a party hereto after the date hereof) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Until released in accordance with Section 10.06, each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereofGuarantee, each the Subsequent Guarantor hereby agrees that a notation of such Guarantee shall be endorsed by an Officer of the Subsequent Guarantor on each Note authenticated and delivered by the Trustee and that this Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such the Subsequent Guarantor by one of its authorized officers. Each Directors or Officers. (b) The Subsequent Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Guarantee on the Notes. Guarantee. (c) If an officer Officer whose signature is on this Supplemental Indenture (or a supplemental indenture in on the form of Exhibit D hereto) Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a NoteGuarantee is endorsed, the Guarantee of such Guarantor shall be valid nevertheless. The . (d) Upon execution of this Supplemental Indenture, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicableSubsequent Guarantor.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Initial Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Initial Guarantor by one an Officer of such Initial Guarantor. (b) To evidence its authorized officers. Note Guarantee set forth in Section 10.01, if necessary, any future Subsidiary Guarantor shall agree that an Officer, director, general manager or person holding an equivalent title will execute a supplemental indenture on behalf of such subsidiary in accordance with Section 4.16, it being understood that the failure to execute such a supplemental indenture shall not free such Subsidiary Guarantor from its obligations hereunder. (c) Each Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (d) If an officer the person whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (e) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any future Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. . (f) If required by Section 4.15 hereof4.16, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.16 and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D E hereto) shall be executed on behalf of such Guarantor by one of its authorized officersofficers or other representatives. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D E hereto) no longer holds that office at the time the Trustee or its Authenticating Agent authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Notes Guarantee set forth in Section 10.01 hereof, each Notes Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Notes Guarantor by one a Responsible Officer of its authorized officerssuch Notes Guarantor. Each Notes Guarantor hereby agrees that its Notes Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Notes Guarantee on the Notes. If an officer a Responsible Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Notes Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantee set forth in this Indenture on behalf of the Notes Guarantors. If required by Section 4.15 4.13 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.13 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof10.01, each initial Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be has been executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) hereto no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Upon execution of a Notesupplemental indenture to this Indenture by a new Guarantor substantially in the form attached as Exhibit D hereto, the Guarantee of such Guarantor set forth in this Indenture shall be valid neverthelessdeemed duly delivered, without any further action by any Person, on behalf of such Guarantor. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, an authorized Officer of each Guarantor hereby agrees hereunder as of the Issue Date shall execute this Indenture, and an authorized Officer of each Person that this Indenture (or otherwise becomes a Guarantor hereunder in accordance with Section 4.10 hereof shall execute and deliver to the Trustee a supplemental indenture in substantially the form of Exhibit D E hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01, each Guarantor (x) has executed this Indenture or (y) in the case of any Person that becomes a Guarantor after the date hereof, shall execute the supplemental indenture substantially in the form set forth in Exhibit D. Upon the execution and delivery of (x) this Indenture or (y) in the case of any Person that becomes a Guarantor after the date hereof, any supplemental indenture to this Indenture, each Guarantor who executes such supplemental indenture agrees that its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) to this Indenture no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer Covenant Parent shall cause any newly created of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (other than the Issuers, the Guarantors, a Receivables Subsidiary or acquired Restricted Subsidiary a Credit Facilities Unrestricted Subsidiary) to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 15.01 hereof, each Guarantor hereby agrees that this Indenture (or a an indenture supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one any member of its authorized officersBoard of Directors, its chief executive officer, the president, the chief financial officer or any vice president. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 15.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notesany Security. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Notethe Security, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by this Indenture or in accordance with Section 4.15 hereof2.01 pursuant to a Board Resolution, and as set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, the Issuer Parent shall cause any newly created or acquired Restricted Subsidiary required to become a Guarantor hereunder to comply with the provisions of Section 4.15 hereof and this Article 10XV, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor, and each Guarantor to be added under this Indenture on or after the Completion Date that shall execute the Completion Date Supplemental Indenture, hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents, one of its Assistant Vice Presidents or its Chief Financial Officer. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each of the Guarantors and the Parent Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor or the Parent Guarantor, as applicable, by one its President, any Vice President, its Treasurer, any Assistant Treasurer or any other authorized officer thereof. Any Guarantor or other guarantor that shall provide a guarantee pursuant to this Article 10 as of its authorized officersa date after the Issue Date shall execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto. Each of the Guarantors and the Parent Guarantor hereby agrees that its Guarantee or the Parent Guarantee, as applicable, as set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee or Parent Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees and the Parent Guarantee set forth in this Indenture on behalf of the GuarantorsGuarantors and the Parent Guarantor, respectively. If required by Section 4.15 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officersofficers or other representatives. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee or its Authenticating Agent authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01, if necessary, any Subsidiary Guarantor shall agree that an Officer, director, general manager or person holding an equivalent title will execute a supplemental indenture on behalf of such subsidiary in accordance with Section 4.16, it being understood that the failure to execute such a supplemental indenture shall not free such Subsidiary Guarantor from its obligations hereunder. (b) Any Subsidiary Guarantor shall agree that its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer the person whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any future Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. . (e) If required by Section 4.15 hereof4.16, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.16 and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 12.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, its Chief Financial Officer, one of its authorized officersSenior Vice Presidents, one of its Vice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 12.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.16 hereof and this Article 1012, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, subject to Section 10.06 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D E hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D E hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that shall execute the supplemental indenture substantially in the form set forth in Exhibit A or such other supplemental indenture to this Indenture (or a supplemental indenture including substantially in the form of the supplemental indenture set forth in Exhibit D hereto) shall be executed on behalf A). Upon the execution and delivery of such supplemental indenture, each Guarantor by one of its authorized officers. Each Guarantor hereby who executes such supplemental indenture agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or such a supplemental indenture in the form of Exhibit D hereto) to this Indenture no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoor Exhibit E, as applicable) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretoor Exhibit E, as applicable) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by its President, one of its authorized officers. Vice Presidents, one of its Assistant Vice Presidents or one of its directors. (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. . (c) If an officer of a Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD-1 hereto (in the case of the Initial Guarantors) or Exhibit D-2 hereto (in the case of any other Guarantor) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D D-1 or Exhibit D-2 hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereofGuarantee, each the Subsequent Guarantor hereby agrees that a notation of such Guarantee shall be endorsed by an Officer of the Subsequent Guarantor on each Note authenticated and delivered by or on behalf of the Trustee and that this Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such the Subsequent Guarantor by one of its authorized officers. Each Directors or Officers. (b) The Subsequent Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Guarantee on the Notes. Guarantee. (c) If an officer Officer whose signature is on this Supplemental Indenture (or a supplemental indenture in on the form of Exhibit D hereto) Guarantee no longer holds that office at the time the Trustee authenticates procures the authentication of the Note on which a NoteGuarantee is endorsed, the Guarantee of such Guarantor shall be valid nevertheless. The . (d) Upon execution of this Supplemental Indenture, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicableSubsequent Guarantor.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) shall be executed on behalf of such Guarantor by its President, one of its authorized officers. Vice Presidents or one of its Assistant Vice Presidents. (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the 2017 B Notes. . (c) If an officer of a Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretopursuant to Section 4.15 hereof) no longer holds that office at the time the Trustee authenticates a 2017 B Note, the Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any 2017 B Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Subsidiary (other than any future Foreign Subsidiaries, Receivables Subsidiaries or Excluded Subsidiaries) to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in indenture, as the form of Exhibit D heretocase may be) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officersOfficers, managers, its trustee, its managing member or its general partner, as the case may be. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer, manager, trustee, managing member or general partner of a Subsidiary Guarantor whose signature is on this Indenture (or a supplemental indenture in indenture, as the form of Exhibit D heretocase may be) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indenture to this Indenture executed on behalf of such Guarantor by an officer thereof in accordance with Section 4.16 hereof shall evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 12.01 hereof and shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. Upon execution and delivery of or any supplemental indenture to this Indenture, if applicable, the Guarantees set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of the Guarantors. If an officer of a Guarantor whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) to this Indenture no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture or any supplemental indenture to this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereofthis Article XIV, each the Initial Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one an Officer of its authorized officerssuch Guarantor, and in the case of any Additional Guarantor that becomes a Guarantor in accordance with this Indenture, such Additional Guarantor’s Guarantee shall be evidenced by the execution and delivery on behalf of such Additional Guarantor of a supplemental indenture hereto by an Officer of such Additional Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof this Article XIV shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notesany Securities. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Noteany Security, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof10.01, each initial Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be has been executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) hereto no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Upon execution of a Notesupplemental indenture to this Indenture by a new Guarantor substantially in the form attached as Exhibit D hereto, the Guarantee of such Guarantor set forth in this Indenture shall be valid neverthelessdeemed duly delivered, without any further action by any Person, on behalf of such Guarantor. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a any supplemental indenture in the form of attached hereto as Exhibit D heretoB) shall be executed on behalf of such Guarantor by one an Officer of its authorized officerssuch Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of attached hereto as Exhibit D heretoB) no longer holds that office at the time the Trustee authenticates a the Note, the such Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary that is not a Securitization Entity, a Warehouse Facility Trust, an MSR Facility Trust or an Excluded Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 15.01 hereof, each Guarantor hereby agrees that this Indenture (or a an indenture supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one any member of its authorized officersBoard of Directors, its chief executive officer, the president, the chief financial officer or any vice president. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 15.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notesany Security. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Notethe Security, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by this Indenture or in accordance with Section 4.15 hereof2.01 pursuant to a Board Resolution, the Issuer and as set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, Parent shall cause any newly created or acquired Restricted Subsidiary required to become a Guarantor hereunder to comply with the provisions of Section 4.15 hereof and this Article 10XV, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one an Officer or person holding an equivalent title. Upon the execution and delivery of its authorized officers. this Indenture, the Guarantees set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of the Guarantors. (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. . (c) If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor Guarantees shall be valid nevertheless. The . (d) Following the Completion Date, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof4.11, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.11 and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, subject to Section 10.07 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor, and each Guarantor to be added under this Indenture on or after the Completion Date that shall execute the Completion Date Supplemental Indenture, hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents, one of its Assistant Vice Presidents or its Chief Financial Officer. |US-DOCS\143900591.2|| Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture a supplemental indenture (or which, with regard to each Guarantor that becomes a party hereto after the date hereof, shall be a supplemental indenture in the form of Exhibit D heretoE) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 11.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or with respect to Subsidiary Guarantors that become such after the Issue Date, a supplemental indenture in the form of Exhibit D heretoto this Indenture) shall be executed on behalf of such Subsidiary Guarantor by one an Officer of its authorized officerssuch Subsidiary Guarantor. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 4.16 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.16 hereof and this Article 1011, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture (which, with regard to each Initial Guarantor, shall be in the form of Exhibit D heretoD, and with regard to each Guarantor that becomes a party hereto after the Effective Date, shall be in the form of Exhibit E) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture notation of such Guarantee substantially in the form of included in Exhibit D hereto) A shall be executed on behalf of such Guarantor by manual or facsimile signature by its President, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or on a supplemental indenture in the form notation of Exhibit D hereto) such Guarantee no longer holds that office at the time the Trustee authenticates a Note, the Note on which the Guarantee of is endorsed, such Guarantor Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof9.01 of this Fourteenth Supplemental Indenture, each Guarantor hereby agrees that this Fourteenth Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof 9.01 of this Fourteenth Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Fourteenth Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Fourteenth Supplemental Indenture on behalf of the Guarantors. If required by Section 4.15 hereof5.08 of this Fourteenth Supplemental Indenture, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 5.08 of this Fourteenth Supplemental Indenture and this Article 10IX, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor (x) the Company hereby agrees that this Indenture has been executed on behalf of such Guarantor by an Officer or person holding an equivalent title and (or y) each other Guarantor hereby agrees that a supplemental indenture in the form of attached hereto as Exhibit D hereto) shall be executed on behalf of such Guarantor by one an Officer of its authorized officerssuch Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of attached hereto as Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the such Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D or Exhibit E hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D or Exhibit E hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereofthis Article XIV, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one a Responsible Officer of its authorized officerssuch Guarantor, and in the case of any Subsidiary that becomes a Guarantor in accordance with this Indenture, such Subsidiary’s Guarantee shall be evidence by the execution and delivery on behalf of such Subsidiary of a supplemental indenture hereto by a Responsible Officer of such Subsidiary. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof this Article XIV shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notesany Securities. If an officer a Responsible Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Noteany Security, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof. EX_4.1 This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicablesame instrument.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 13.01 hereof, subject to Section 13.06 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D B hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 13.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D B hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 1013, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof10.01, each initial Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be has been executed on behalf of such Guarantor by one of its authorized officersOfficers. -89- Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) hereto no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Upon execution of a Notesupplemental indenture to this Indenture by a new Guarantor substantially in the form attached as Exhibit D hereto, the Guarantee of such Guarantor set forth in this Indenture shall be valid neverthelessdeemed duly delivered, without any further action by any Person, on behalf of such Guarantor. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.10, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.10 and this Article 10X, to the extent applicable.

Execution and Delivery. (a) To evidence its Guarantee set forth in Section 10.01 13.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in indenture, as the form of Exhibit D heretocase may be) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officers. Officers, managers, its trustee, its managing member or its general partner, as the case may be. (b) Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 13.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. . (c) If an officer Officer, manager, trustee, managing member or general partner of a Subsidiary Guarantor whose signature is on this Indenture (or a supplemental indenture in indenture, as the form of Exhibit D heretocase may be) no longer holds that office at the time the Trustee authenticates a Notethe Notes, the Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof9.01 of this Ninth Supplemental Indenture, each Guarantor hereby agrees that this Ninth Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof 9.01 of this Ninth Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Ninth Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Ninth Supplemental Indenture on behalf of the Guarantors. If required by Section 4.15 hereof5.08 of this Ninth Supplemental Indenture, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 5.08 of this Ninth Supplemental Indenture and this Article 10IX, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President or Treasurer, one of its Vice Presidents or one of its Assistant Vice Presidents or other authorized officerssignatory. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D heretoindenture) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof10.01, each Guarantor (i) shall execute and deliver this Indenture or (ii) hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) hereto shall be executed on behalf of such Guarantor Guarantor. Such execution shall be by such Guarantor’s president, one of its authorized officersvice presidents, one of its managers, one of its members, one of its general partners, one of its executives, or its corporate treasurer or controller corporate staff, or as otherwise required by such Guarantor’s governing documents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) hereto no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture notation of such Guarantee substantially in the form of attached as Exhibit D heretohereto will be endorsed by the Chairman of the board of directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the President, any Executive Vice President or Senior Vice President, the Treasurer or the Secretary of such Guarantor (or its general partner or managing member) shall on each Note authenticated and delivered by the Trustee and that this Indenture or a supplement hereto will be executed on behalf of such Guarantor by one of its authorized such officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall be and remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, subject to Section 10.07 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officers. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Subsidiary Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Responsible Officers. (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer a Responsible Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 4.12 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary Grantor to comply with the provisions of Section 4.15 4.12 hereof and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this First Lien Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Guarantor. (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the First Lien Notes. . (c) If an officer a Person whose signature is on this First Lien Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the First Lien Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any First Lien Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this First Lien Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof4.11, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.11 and this Article 10, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor party hereto hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. an Officer, director, general manager or person holding an equivalent title. (b) Each Guarantor party hereto hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer the person whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the U.S. Trustee authenticates a any Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any Note by the U.S. Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. Guarantors party hereto. (e) If required by Section 4.15 hereof4.15, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D heretoD) shall be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. 84111084_1 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 4.11 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.11 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, (i) each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by an Officer or person holding an equivalent title and (ii) a supplemental indenture in the form Exhibit D shall be executed on behalf of any guarantor that becomes a party hereto after the date hereof by one of its authorized officersOfficers or a person holding an equivalent title. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officers. an Officer, director, general manager or person holding an equivalent title. (b) Each Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer the person whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. . (e) If required by Section 4.15 hereof4.15, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To If Guarantees have been provided for a particular series of Securities pursuant to Section 3.1, to evidence its Guarantee set forth in Section 10.01 hereof16.1, each Guarantor hereby agrees that this Indenture (or a and any applicable indenture supplemental indenture in the form of Exhibit D hereto) hereto shall be executed in the name and on behalf of such Guarantor by the manual or facsimile signature of its Chief Executive Officer, President, one of its authorized officersVice Presidents or Treasurer. If the Person whose signature is on this Indenture and any applicable indenture supplemental hereto no longer holds that office at the time the Trustee authenticates the Securities, the Guarantee shall nevertheless be valid. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof 16.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid neverthelessSecurities. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by pursuant to Section 4.15 hereof6.8, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 6.8 and this Article 10XVI, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture hereto in substantially the form of Exhibit D B hereto) , as the case may be, shall be executed on behalf of such Guarantor by one an officer or other authorized signatory of its authorized officers. the Guarantor. (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer or other authorized signatory of any Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office or is no longer an authorized signatory at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof4.11, the Issuer Parent shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.11 and this Article 10, to the extent applicable.

Execution and Delivery. To In order evidence its Note Guarantee set forth in Section 10.01 10.01, (x) on the date hereof, each Guarantor party hereto agrees to execute and deliver this Indenture on behalf of such Guarantor by one of its authorized officers, and (y) from and after the date hereof, each subsequent Guarantor hereby agrees that this Indenture (or a supplemental indenture substantially in the form of Exhibit D hereto) hereto shall be executed on behalf of such Guarantor by one of its authorized officers. . The provisions set forth in this Article 10 will only become operative concurrently with the consummation of the Merger and the execution and delivery of this Indenture. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Domestic Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, an authorized officer of each Guarantor hereby agrees that this Indenture shall, (or i) on the Escrow Release Date, execute a supplemental indenture substantially in the form of Exhibit D D-1 hereto and (ii) with regard to each Guarantor that becomes a party hereto after the Escrow Release Date, execute a supplemental indenture substantially in the form of Exhibit D-2 hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To If required by Section 4.15 hereof and in order to evidence its Guarantee, each Guarantor shall execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit E hereto, pursuant to which such Guarantor will Guarantee payment of the Notes on the terms and conditions set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a Article 10. Such supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a any supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary so required to become a Guarantor to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof9.01 of this Second Supplemental Indenture, each Guarantor hereby agrees that this Second Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by its President, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof 9.01 of this Second Supplemental Indenture shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Second Supplemental Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Second Supplemental Indenture on behalf of the Guarantors. If required by Section 4.15 hereof5.08 of this Second Supplemental Indenture, the Issuer Company shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 5.08 of this Second Supplemental Indenture and this Article 10IX, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, any Executive Vice President or Senior Vice President, Treasurer or any of the foregoing Officers on behalf of its authorized officerssole member or general partner, as applicable. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee Authenticating Agent authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the TrusteeAuthenticating Agent, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To Subject always to the last paragraphs of Sections 10.01 and 10.02, to evidence its Note Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officerssignatory. Each Subject always to the last paragraphs of Sections 10.01 and 10.02, each Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. If required by Section 4.15 4.21 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.21 hereof and this Article 10X, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 11.01 hereof, each Note Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Note Guarantor by its Chairman, President, its Chief Financial Officer, its Treasurer, its Assistant Treasurer, one of its authorized officersVice Presidents or one of its Assistant Vice Presidents. Each Note Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Note Guarantors. If required by Section 4.15 4.05 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 4.05 hereof and this Article 1011, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture hereto in substantially the form of Exhibit D B hereto) , as the case may be, shall be executed on behalf of such Guarantor by one an officer or other authorized signatory of its authorized officers. the Guarantor. (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer or other authorized signatory of any Guarantor whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office or is no longer an authorized signatory at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. . (e) If required by Section 4.15 hereof4.15, the Issuer Parent shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of attached hereto as Exhibit D hereto) or its signature to this Indenture shall be executed on behalf of such Guarantor by one an Officer of its authorized officerssuch Guarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of attached hereto as Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the such Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 14.01 hereof, each Guarantor hereby agrees that this Indenture Note Purchase Agreement (or a supplemental indenture joinder to this Note Purchase Agreement in the form of Exhibit D heretoE) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 14.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture Note Purchase Agreement (or a supplemental indenture joinder to this Note Purchase Agreement in the form of Exhibit D heretoE) no longer holds that office at the time the Trustee authenticates a NoteNote is issued, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, Issuer shall constitute due delivery of the Guarantee set forth in this Indenture Note Purchase Agreement on behalf of the Guarantors. If required by Section 4.15 9.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 9.15 hereof and this Article 1014, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 11.01 hereof, each Guarantor hereby agrees that this Indenture (or becomes a party hereto after the date hereof shall cause a supplemental indenture in the form of Exhibit D heretoD) shall to be executed on behalf of such Guarantor by one of its authorized officersOfficers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10XI, to the extent applicable.

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Guarantor hereby agrees that any supplemental indenture to this Indenture (or a supplemental indenture in the form of Exhibit D hereto) required by Section 4.13 shall be executed on behalf of such Guarantor by one of its authorized officers. an Officer or person holding an equivalent title. (b) Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer Officer whose signature is on any supplemental indenture to this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a the Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. , if any. (e) If required by Section 4.15 hereof4.13, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof 4.13 and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01, (i) each Guarantor party hereto as of the Effective Date shall execute and deliver this Indenture on the Effective Date, and (ii) each other Guarantor from time to time shall execute and deliver a supplemental indenture to this Indenture (which may be substantially in the form of the supplemental indenture set forth in Exhibit D). Upon the execution and delivery of this Indenture or any other supplemental indenture to this Indenture, each Guarantor who executes this Indenture or such supplemental indenture agrees that its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Secured Notes. If an officer Officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) to this Indenture no longer holds that office at the time the Trustee authenticates a the Note, the Note Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Secured Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof4.15, the Issuer Holdings shall cause any newly created or acquired of its Domestic Subsidiaries that is a Restricted Subsidiary (other than the Issuers or the Guarantors) to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof‎Section 10.01, subject to ‎Section 10.07, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its authorized officers. Each Guarantor hereby agrees that its Guarantee set forth in Section ‎Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a Note, the Guarantee of such Guarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.15 hereof‎Section 4.11, the Issuer Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof ‎Section 4.11 and this Article ‎Article 10, to the extent applicable.. #94579868v11

Execution and Delivery. (a) To evidence its Note Guarantee set forth in Section 10.01 hereof10.01, each Subsidiary Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Subsidiary Guarantor by one of its authorized officers. an Officer, director, general manager or person holding an equivalent title. (b) Each Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes. . (c) If an officer the person whose signature is on this Indenture (or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee authenticates a any Note, the Guarantee of such Guarantor Note Guarantees shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. . (e) If required by Section 4.15 hereof4.15, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.