Common use of Execution of Guarantee Clause in Contracts

Execution of Guarantee. To evidence its guarantee to the Holders set forth in this Article X, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form attached hereto as Exhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee the Guarantee specified in Section 10.01 to the Holders set forth in this Article XNoteholders, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit C, which shall A recited to be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor The Company hereby agrees that its the Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor Company by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary Officers of the Company (each of whom shall, in each case, shall have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such the Guarantee on behalf of such Guarantorthe Company. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such Guarantee Endorsement. If an officer who shall have signed whose signature is on a Guarantee Endorsement no longer holds his office at the Guarantee shall cease to be such officer before time the Note on which such Guarantee Endorsement is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Companyis authenticated, such Note nevertheless may Guarantee Endorsement shall be authenticated and delivered or disposed of as though the Person who signed valid nevertheless. The Company shall execute the Guarantee had not ceased Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to be such officer of the GuarantorSection 2.06, 2.07 and 2.09.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XNine, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee their Guarantee to the Holders set forth specified in this Article XSection 10.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as Exhibit Cabove recited, which shall to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed executed on behalf of each Guarantor by two Officersthe Guarantors in a manner identical to that prescribed in Section 2.03 of the Indenture relating to the execution, or an Officer authentication, delivery and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each dating of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee Securities prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantors. The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed Security shall have been authenticated and delivered signed by the Trustee Trustee. The Issuer may elect in its sole discretion to cause any subsequent Subsidiary of the Company to fully and unconditionally guarantee the due and punctual payment of the Principal of, premium, if any, and interest on and any other amounts payable under the Securities, when and if the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon redemption, or disposed otherwise, by execution of by an indenture supplemental hereto that adds such Subsidiary as a subsequent Guarantor (each a "Subsequent Guarantor"); provided, however, that if a subsequent Subsidiary of the Company guarantees other Indebtedness of the Company, such Note nevertheless may subsequent Subsidiary will be authenticated required to be a Subsequent Guarantor. Anything herein to the contrary not withstanding, by the execution of a supplemental indenture by any Subsequent Guarantor and delivered or disposed of as though the Person who signed subject to Section 10.02 , the Guarantee had not ceased to of each such Guarantor in respect of such Securities shall be set forth in Section 10.01 and shall be effective for all purposes upon authentication of such officer Security by or on behalf of the Trustee, regardless of whether such authentication occurs prior to a Subsequent Guarantor's execution of the required supplemental indenture.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XNine, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer Officer who shall have signed the Guarantee shall cease to be such officer Officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuer, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer Officer of the Company or the other Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth of Securities of each relevant series specified in this Article XSection 3.01 and 12.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute a notation relating to the Guarantee in substantially the form attached hereto as Exhibit C, which shall be endorsed on each Note ordered to be such Security authenticated and delivered made available for delivery by the Trustee. Each Guarantor agrees that execution of this Indenture shall evidence its Guarantee of the expenses of the Trustee specified in Section 12.01 and Section 6.06 and its Guarantee to the Holders specified in Section 12.01. Each Guarantor hereby agrees that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding whether or not any failure to endorse endorsement of the Guarantee is contained on each Note a notation of such Guaranteeany Security. Each such Guarantee shall be signed on behalf of each Guarantor by two Officersits Chairman of the Board, President or a Vice President, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly News Corporation authorized by all requisite corporate actions) shall attest power of attorney to act on behalf of such Guarantee Guarantor prior to the authentication of the Note Security on which it is endorsed, and the being made available for delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature signatures of the present, past or any future such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered made available for delivery by the Trustee or disposed of by the CompanyNAI, such Note Security nevertheless may be authenticated and delivered made available for delivery or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders Securityholders set forth in this Article XEleven, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as Exhibit Cincluded in the Securities, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuers, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee their Note Guarantee to the Holders set forth Noteholders specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as Exhibit Cof EXHIBIT E, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. Each such Note Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Note Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Note Guarantee on behalf of such Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee the Guarantee to the Holders set forth Securityholders specified in this Article XSection 12.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee notation of guarantee in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Senior Subordinated Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Guarantee. Each such Guarantee notation of guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee notation of guarantee prior to the authentication of the Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee notation of guarantee on behalf of such Guarantor. Such signatures upon the Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guaranteenotation of guarantee, and in case any such officer who shall have signed the Guarantee notation of guarantee shall cease to be such officer before the Senior Subordinated Note on which such Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Senior Subordinated Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee notation of guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XEleven, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee Guarantees in substantially the form attached hereto as included in Exhibit CF, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the GuaranteeGuarantees, and in case any such officer who shall have signed the Guarantee Guarantees shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee Guarantees had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders Securityholders set forth in this Article XEleven, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Subsidiary Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Subsidiary Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth Securityholder specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Senior Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyPublishing, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee Guarantee to the Holders set forth in this Article XNine, each the Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each The Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such The Guarantee shall be signed on behalf of each the Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such the Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.. ARTICLE TEN

Execution of Guarantee. To evidence its guarantee to the Holders set forth specified in this Article XSection 1401, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Company hereby agrees to execute the notation of the Guarantee in substantially the form attached hereto as Exhibit C, which shall set forth in Section 204 to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. Each Guarantor The Company hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such the Guarantee. Each such notation of the Guarantee shall be signed on behalf of each Guarantor the Company, by two Officersa Director or any Authorized Officer, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of such the Guarantee on behalf of such Guarantorthe Company. Such signatures upon the notation of the Guarantee may be by manual or facsimile signature signatures of any present, past or future such officers Director or Authorized Officers and may be imprinted or otherwise reproduced on below the notation of the Guarantee, and in case any such officer Director or Authorized Officer who shall have signed the notation of the Guarantee shall cease to be such officer Director or Authorized Officer before the Note Security on which such Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuer, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the notation of the Guarantee had not ceased to be such officer Director or Authorized Officer of the GuarantorCompany. This Indenture may be simultaneously executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XNine, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.. ARTICLE TEN AMENDMENTS, SUPPLEMENTS AND WAIVERS

Execution of Guarantee. To evidence its guarantee their Guarantee to the Holders set forth specified in this Article XSection 10.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as Exhibit Cabove recited, which shall to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed executed on behalf of each Guarantor by two Officersthe Guarantors in a manner identical to that prescribed in Section 2.03 of the Indenture relating to the execution, or an Officer authentication, delivery and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each dating of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee Securities prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantors. The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed Security shall have been authenticated and delivered signed by the Trustee Trustee. The Issuer mmay elect in its sole discretion to cause any subsequent Subsidiary of the Issuer to fully and unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on and any other amounts payable under the Securities, when and if the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon redemption, or disposed otherwise, by execution of an indenture supplemental hereto that adds such Subsidiary as a subsequent Guarantor (each a "Subsequent Guarantor"). Anything herein to the contrary notwithstanding, by the Companyexecution of a supplemental indenture by any Subsequent Guarantor and subject to Section 10.02, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to of each Guarantor in respect of such Securities shall be set forth in Section 10.01 and shall be effective for all purposes upon authentication of such officer Security by or on behalf of the Trustee, regardless of whether such authentication occurs prior to a Subsequent Guarantor's execution of the required supplemental indenture.

Execution of Guarantee. (a) To evidence its guarantee their Guarantee to the Holders set forth in this Article XFourteen, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form attached hereto as Exhibit CA, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the TrusteeTrustee after the date such Guarantor becomes a Guarantor; provided, however, the Trustee may, in its sole discretion, require any Guarantor that delivers a supplemental indenture pursuant to Section 4.08 to execute after the date of such supplemental indenture a Guarantee on any outstanding Security. Each Guarantor hereby agrees that its Guarantee set forth in this Article Fourteen shall remain in full force and effect notwithstanding any failure (i) to endorse on each Note Security a notation of such GuaranteeGuarantee or (ii) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 11.01. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly its authorized by all requisite corporate actions) shall attest to such Guarantee Officers prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor. (b) Any supplemental indenture entered into and delivered pursuant to Section 4.08 shall provide such Guarantor's address for notice pursuant to Section 15.03.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth Noteholders specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee their Guarantee to the Holders set forth Noteholders specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XTen, each Guarantor executing this Indenture or subsequently which is required pursuant to Section 4.19 to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees supplemental indenture agree to execute the at such time a Guarantee in substantially the form attached hereto as included in Exhibit CF, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the GuaranteeGuarantees, and in case any such officer who shall have signed the Guarantee Guarantees shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee Guarantees had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders Securityholders set forth in this Article XEleven, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Subsidiary Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA and Exhibit B, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Subsidiary Guarantor.

Execution of Guarantee. (a) To evidence its guarantee their Guarantee to the Holders set forth in this Article XFourteen, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form attached hereto as Exhibit CA, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the TrusteeTrustee after the date such Guarantor becomes a Guarantor; provided, however, the Trustee may, in its sole discretion, require any Guarantor that delivers a supplemental indenture pursuant to Section 4.07 to execute after the date of such supplemental indenture a Guarantee on any outstanding Security. Each Guarantor hereby agrees that its Guarantee set forth in this Article Fourteen shall remain in full force and effect notwithstanding any failure (i) to endorse on each Note Security a notation of such GuaranteeGuarantee or (ii) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 11.01. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly its authorized by all requisite corporate actions) shall attest to such Guarantee Officers prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor. (b) Any supplemental indenture entered into and delivered pursuant to Section 4.07 shall provide such Guarantor’s address for notice pursuant to Section 16.03.

Execution of Guarantee. To evidence its guarantee to the Holders of Notes set forth in this Article X, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the its Guarantee in substantially the form attached hereto as Exhibit Cincluded in the Notes, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article X shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Notes on which it is endorsed, and the delivery of such Note Notes by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Notes on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Notes nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee the Guarantee to the Holders set forth Securityholders specified in this Article XSection 12.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee notation of guarantee in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such Guarantee notation of guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee notation of guarantee prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee notation of guarantee on behalf of such Guarantor. Such signatures upon the Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guaranteenotation of guarantee, and in case any such officer who shall have signed the Guarantee notation of guarantee shall cease to be such officer before the Senior Note on which such Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee notation of guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XEleven, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee Guarantees in substantially the form attached hereto as included in Exhibit CA and Exhibit B, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the GuaranteeGuarantees, and in case any such officer who shall have signed the Guarantee Guarantees shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee Guarantees had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee specified in this Article XIV to the Holders set forth in this Article Xof any Security of any series, each the Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee Guarantee, in substantially the form attached hereto set forth in Section 14.6 (except as Exhibit C, which shall otherwise permitted by Section 2.5) to be endorsed on each Note ordered to be Security of such series authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Such Guarantee shall remain in full force be executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and effect notwithstanding any failure to endorse on each Note a notation delivery of such Guarantee or did not hold such offices at the date of such Guarantee. Each such If the form of the Guarantee shall be signed on behalf of each the series has been established in or pursuant to one or more Guarantor Board Resolutions as permitted by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shallSection 2.5, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to authenticating the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Securities on which such Guarantee is endorsed, and accepting the additional responsibilities under this Indenture in relation to such Guarantee, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating, (a) if the form of such Guarantee has been established by or pursuant to Guarantor Board Resolution as permitted by Section 2.5, that such form has been established in conformity with the provisions of this Indenture; (b) that the Guarantee, when the Securities on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of and the Guarantee has been issued by the CompanyGuarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute a valid and legally binding obligation of the Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (c) that all laws and requirements in respect of the execution and delivery by the Guarantor of such Note nevertheless may Guarantee have been complied with. If such form has been so established for such Guarantee, the Trustee shall not be authenticated and delivered required to authenticate the Securities on which such Guarantee is endorsed if the issue of such Guarantee pursuant to this Indenture will affect the Trustee's own rights, duties or disposed of as though immunities under the Person who signed Securities, the Guarantee had and this Indenture or otherwise in a manner which is not ceased reasonably acceptable to the Trustee. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Security of any series until there appears on such officer Security a certificate of authentication substantially in the Guarantorform provided for herein, executed by the Trustee by manual signature of an authorized officer, and such certificate upon any such Security shall be conclusive evidence, and the only evidence, that such Guarantee has been duly delivered hereunder.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth Holder of Notes specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee Subsidiary Guarantees in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee the Subsidiary Guarantees set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranteethe Subsidiary Guarantees. Each such Subsidiary Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Subsidiary Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Subsidiary Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee Subsidiary Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the GuaranteeSubsidiary Guarantees, and in case any such officer who shall have signed the Guarantee Subsidiary Guarantees shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee Subsidiary Guarantees had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth Noteholders specified in this Article XSection 10.1, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as of Exhibit C, which shall C-1 recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee the Guarantee to the Holders set forth Securityholders specified in this Article XSection 12.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee notation of guarantee in substantially the form attached hereto as Exhibit C, which shall of EXHIBIT A recited to be endorsed on each Senior Subordinated Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Guarantee. Each such Guarantee notation of guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee notation of guarantee prior to the authentication of the Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee notation of guarantee on behalf of such Guarantor. Such signatures upon the Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guaranteenotation of guarantee, and in case any such officer who shall have signed the Guarantee notation of guarantee shall cease to be such officer before the Senior Subordinated Note on which such Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Senior Subordinated Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee notation of guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee their Guarantee to the Holders set forth Noteholders specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as Exhibit C, which shall of EXHIBIT A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. (i) To evidence its guarantee their Guarantee to the Holders set forth in this Article XSection 2.9, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form shown in Exhibit A and Exhibit B attached hereto as Exhibit Chereto, which shall be endorsed on each Note ordered to be authenticated and delivered by the TrusteeTrustee after the date such Guarantor becomes a Guarantor; provided, however, the Trustee may, in its sole discretion, require any Guarantor that delivers a supplemental indenture pursuant to this Section 2.9 to execute after the date of such supplemental indenture a Guarantee on any outstanding Note. Each Guarantor hereby agrees that its Guarantee set forth in this Section 2.9 shall remain in full force and effect notwithstanding any failure (A) to endorse on each Note a notation of such GuaranteeGuarantee or (B) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 2.9(i). Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly its authorized by all requisite corporate actions) shall attest to such Guarantee officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor. (ii) Any supplemental indenture entered into and delivered pursuant to this Section 2.9 shall provide such Guarantor's address for notice pursuant to Section 11.4 of the Indenture.

Execution of Guarantee. To evidence its guarantee to ---------------------- the Holders set forth specified in this Article XSection 12.1, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 Bermuda Holdings hereby agrees to execute the notation of the Guarantee in substantially the form attached hereto as set forth in Exhibit C, which shall D to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. Each Guarantor Bermuda Holdings hereby agrees that its Guarantee set forth in Section 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such notation of the Guarantee shall be signed on behalf of each Guarantor Bermuda Holdings, by any two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee officers, prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of such the Guarantee on behalf of such GuarantorBermuda Holdings. Such signatures upon the notation of the Guarantee may be by manual or facsimile signature signatures of such any present, past or future duly authorized officers and may be imprinted or otherwise reproduced on below the notation of the Guarantee, and in case any such authorized officer who shall have signed the notation of the Guarantee shall cease to be such duly authorized officer before the Senior Note on which such Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuer, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the notation of the Guarantee had not ceased to be such duly authorized officer of the GuarantorBermuda Holdings.

Execution of Guarantee. To further evidence its guarantee Guarantee to the Holders set forth in this Article XHolders, each any Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee the Series E Notes pursuant to Section 4.16 hereby agrees to 4.13 shall execute the endorsement of Guarantee in substantially the form attached hereto as set forth in Exhibit CA hereto, which endorsement shall be endorsed on delivered to each Note ordered Holder to be authenticated and delivered by the Trusteeattached to each Series E Note. Each such Guarantor hereby agrees that its Guarantee set forth in Section 9.01 shall remain in full force and effect notwithstanding any failure to endorse on each Series E Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officersits chairman of the board, or an Officer and an Assistant Secretary its president or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee its vice presidents prior to the authentication of the Series E Note on which it is endorsed, and the delivery of such Series E Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures signature upon the Guarantee may be by manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Series E Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Series E Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article X, each the Guarantors shall by executing a Guarantor executing this Supplemental Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees agree to execute the Guarantee in substantially the form attached hereto as Exhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees shall by executing a Guarantor Supplemental Indenture agree that its Guarantee set forth in this Article X shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth in this Article XNine, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee in substantially the form attached hereto as included in Exhibit CA or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer Officer who shall have signed the Guarantee shall cease to be such officer Officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuer, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer Officer of the Company or the other Guarantor.. ARTICLE TEN

Execution of Guarantee. To evidence its guarantee to the Holders set forth specified in this Article XSection 12.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 Bermuda Holdings hereby agrees to execute the notation of the Guarantee in substantially the form attached hereto as set forth in Exhibit C, which shall D to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. Each Guarantor Bermuda Holdings hereby agrees that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such notation of the Guarantee shall be signed on behalf of each Guarantor Bermuda Holdings, by any two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee officers, prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of such the Guarantee on behalf of such GuarantorBermuda Holdings. Such signatures upon the notation of the Guarantee may be by manual or facsimile signature signatures of such any present, past or future duly authorized officers and may be imprinted or otherwise reproduced on below the notation of the Guarantee, and in case any such authorized officer who shall have signed the notation of the Guarantee shall cease to be such duly authorized officer before the Senior Note on which such Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyIssuer, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the notation of the Guarantee had not ceased to be such duly authorized officer of the GuarantorBermuda Holdings.

Execution of Guarantee. To evidence its their guarantee to the Holders set forth of Securities of each relevant series specified in this Article XSection 3.01 and 12.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute a notation relating to the Guarantee in substantially the form attached hereto as Exhibit Con each such Security authenticated, which such form shall be endorsed on each Note ordered attached to be authenticated the Officer’s Certificate of such Guarantor delivered pursuant to Section 3.01 relating to such Guarantee, and delivered made available for delivery by the Trustee. Each Guarantor agrees that execution of this Indenture shall evidence its Guarantee of the expenses of the Trustee specified in Section 12.01 and Section 6.06 and its Guarantee to the Holders specified in Section 12.01. Each Guarantor hereby agrees that its Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding whether or not any failure to endorse endorsement of the Guarantee is contained on each Note a notation of such Guaranteeany Security. Each such Guarantee shall be signed on behalf of each Guarantor by two Officersits Chairman of the Board, a President or a Vice President, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly the Parent Guarantor authorized by all requisite corporate actions) shall attest to act on behalf of such Guarantee Guarantor prior to the authentication of the Note Security on which it is endorsed, and the being made available for delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be by manual or facsimile signature signatures of the present, past or any future such officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee shall cease to be such officer before the Note Security on which such Guarantee is endorsed shall have been authenticated and delivered made available for delivery by the Trustee or disposed of by the Company, such Note Security nevertheless may be authenticated and delivered made available for delivery or disposed of as though the Person person who signed the Guarantee had not ceased to be such officer of the such Guarantor.

Execution of Guarantee. To evidence its guarantee the Guarantee specified in Section 10.01 to the Holders set forth in this Article XNoteholders, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "GUARANTEE ENDORSEMENT") in substantially the form of the Notes attached hereto as Exhibit C, which shall A recited to be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. Each Guarantor The Company hereby agrees that its the Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor Company by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary Officers of the Company (each of whom shall, in each case, shall have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such the Guarantee on behalf of such Guarantorthe Company. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such Guarantee Endorsement. If an officer who shall have signed whose signature is on a Guarantee Endorsement no longer holds his office at the Guarantee shall cease to be such officer before time the Note on which such Guarantee Endorsement is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Companyis authenticated, such Note nevertheless may Guarantee Endorsement shall be authenticated and delivered or disposed of as though the Person who signed valid nevertheless. The Company shall execute the Guarantee had not ceased Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to be such officer of the GuarantorSection 2.06, 2.07 and 2.09.

Execution of Guarantee. To evidence its guarantee the Guarantee to the Holders set forth Securityholders specified in this Article XSection 11.01, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 the Guarantors hereby agrees agree to execute the Guarantee notation of guarantee in substantially the form attached hereto as of Exhibit C, which shall A recited to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such Guarantee notation of guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee notation of guarantee prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee notation of guarantee on behalf of such Guarantor. Such signatures upon the Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Guaranteenotation of guarantee, and in case any such officer who shall have signed the Guarantee notation of guarantee shall cease to be such officer before the Senior Note on which such Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the CompanyPublishing, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee notation of guarantee had not ceased to be such officer of the Guarantor.

Execution of Guarantee. To evidence its guarantee Guarantee to the Holders Noteholders set forth in this Article XTen, each Subsidiary Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to will execute the Subsidiary Guarantee in substantially the form attached hereto to this Indenture as Exhibit C, which shall be --------- endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Subsidiary Guarantor hereby agrees that its the Subsidiary Guarantee set forth in this Article Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such the Subsidiary Guarantee. Each such The Subsidiary Guarantee shall be signed on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary of such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed), and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in case any such officer Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which such the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Subsidiary Guarantee had not ceased to be such officer Officer of the such Subsidiary Guarantor.

Execution of Guarantee. To evidence its guarantee Subsidiary Guarantee to the Holders Holder of Notes specified in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee in the form set forth in this Article X, each Guarantor executing this Indenture or subsequently required to execute and deliver a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form attached Exhibit A-1 hereto as Exhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby agrees that its Guarantee the Subsidiary Guarantees set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranteethe Subsidiary Guarantees. Each such Subsidiary Guarantee shall be signed on behalf of each Guarantor by two Officers, or an Officer and an Assistant Secretary Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Subsidiary Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Subsidiary Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee Subsidiary Guarantees may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the GuaranteeSubsidiary Guarantees, and in case any such officer Officer who shall have signed the Guarantee Subsidiary Guarantees shall cease to be such officer Officer before the Note on which such Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or 72 disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Guarantee Subsidiary Guarantees had not ceased to be such officer Officer of the Guarantor.