Common use of Execution and Delivery of Guarantee Clause in Contracts

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee Agreement, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement or on any notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereof, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto included in Exhibit C shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersan Officer. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Supplemental Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Supplemental Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementArticle 10, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor placed on each Guaranteed Note authenticated and delivered made available for delivery by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by one the manual or facsimile signature of its Officersan Officer of each Guarantor. Each Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture and endorsed on such Note on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 12.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee in substantially in the form attached as Annex 3 hereto included in Exhibit B shall be endorsed by an Officer officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 12.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit D hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture and endorsed on such Note on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 10.1, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee in substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Exhibit F hereto. Such Guarantee Agreement shall be executed on behalf of such each Guarantor by one either manual or facsimile signature of its Officersan officer or agent of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. Each Guarantor hereby agrees The validity and enforceability of any Guarantee shall not be affected by the fact that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding it is not affixed to any failure to endorse on each Guaranteed Note a notation of such Guaranteeor Notes. If an Officer officer or agent of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed a Note on to which a such Guarantee is endorsedrelates or at any time thereafter, the such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its a Guarantee set forth in this Guarantee AgreementArticle 14, each the Guarantor hereby agrees that a notation of such the Guarantee Notation, substantially in the form attached as Annex 3 hereto of Exhibit A hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee that is guaranteed by such Guarantee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its Chairman of the Board, its President or one of its OfficersVice Presidents under a facsimile of its seal reproduced thereon. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding any failure to endorse the Guarantee Notation on each Guaranteed Note a notation of such GuaranteeSecurity. If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the Securities guaranteed hereby no longer holds that office at the time the Trustee authenticates the Guaranteed Note Security on which a notation of the Guarantee is endorsed, the such Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note Security by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the each Guarantee set forth in this Guarantee Agreement on behalf of the Guarantorsthereof.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 10.1, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee in substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Exhibit F hereto. Such Guarantee Agreement shall be executed on behalf of such each Guarantor by one either manual or facsimile signature of its Officersan officer of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. Each Guarantor hereby agrees The validity and enforceability of any Guarantee shall not be affected by the fact that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding it is not affixed to any failure to endorse on each Guaranteed Note a notation of such Guaranteeor Notes. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 13.01 hereof, each Guarantor hereby the Reference Entity agrees that a notation of such the Guarantee substantially in the form included in the Form of Note attached hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor the Reference Entity by one an Officer of its Officersthe Reference Entity. Each Guarantor hereby The Reference Entity agrees that its the Guarantee set forth in this Guarantee Agreement Article 13 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsReference Entity.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementArticle 10, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor placed on each Guaranteed Note authenticated and delivered made available for delivery by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by one the manual or facsimile signature of its Officerstwo Officers or an Officer and the Secretary of each Guarantor. Each Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementArticle 10, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor placed on each Guaranteed Note authenticated and delivered made available for delivery by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by the manual or facsimile signature of one Officer (or other Person authorized by the Board of its OfficersDirectors of such Guarantor) of each Guarantor. Each Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01 hereof, each the Note Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 of Exhibit B hereto shall will be endorsed by an Officer of such the Note Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such the Guarantor by one of its Officers. Each The Note Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement the Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsNote Guarantor. Neither the Issuer nor the Note Guarantor shall be required to make a notation on the Notes to reflect the Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of the Guarantee.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 16.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 16 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 13.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form included in the Form of Bond attached hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note Bond authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 13 shall remain in full force and effect and apply to all the Bonds notwithstanding any failure to endorse on each Guaranteed Note Bond a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Bond or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note Bond on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note Bond by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit D hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee Guarantee, if any, set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one two Officers of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture and endorsed on such Note on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each the Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Annex 3 hereto shall will be endorsed by an Officer of such the Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such the Guarantor by one of its Officers. Each The Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note the Securities a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note Securities on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note Securities by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto of Exhibit A-1 shall be endorsed by an Officer officer of such Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Chairmen or Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note Security a notation of such Guarantee. If an officer or Officer whose signature is on this Guarantee Agreement or Indenture of on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note Security on which a Guarantee is endorsed, the Guarantee shall be valid valid, binding and enforceable nevertheless. The delivery of any Guaranteed Note Security by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in Section 2 of this Guarantee AgreementGuarantee, each Guarantor hereby of the Guarantors agrees that a notation of such Guarantee guarantee substantially in the form attached of the notation included in the Note annexed to the Indenture as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf of such Guarantor by one of its Officersa duly authorized officer. Each Guarantor hereby of the Guarantors agrees that its Guarantee guarantee set forth in Section 2 of this Guarantee Agreement shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer whose facsimile signature is on this Guarantee Agreement or on any notation of any Guarantee a Note no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 thereof included in Section 2.03 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee in substantially in the form attached as Annex 3 hereto included in Exhibit E shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 8.01, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee in substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Exhibit B hereto. Such Guarantee Agreement shall be executed on behalf of such each Guarantor by one either manual or facsimile signature of its Officersan officer of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. Each Guarantor hereby agrees The validity and enforceability of any Guarantee shall not be affected by the fact that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding it is not affixed to any failure to endorse on each Guaranteed Note a notation of such Guaranteeor Notes. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Supplemental Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Supplemental Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit E hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Note Guarantee set forth in this Guarantee AgreementSection 10.01, each the Guarantor hereby agrees that a notation of such Note Guarantee (the “Notation of Guarantee”) substantially in the form attached to this Indenture as Annex 3 hereto Exhibit A shall be endorsed by an Officer two Officers of such the Guarantor by manual or facsimile signature on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersthe Guarantor. Each The Guarantor hereby agrees that its Note Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation Notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation the Notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee Agreement‎Section 13.01 hereof, each Guarantor hereby the Reference Entity agrees that a notation of such the Guarantee substantially in the form included in the Form of Note attached hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor the Reference Entity by one an Officer of its Officersthe Reference Entity. Each Guarantor hereby The Reference Entity agrees that its the Guarantee set forth in this Guarantee Agreement ‎Article 13 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsReference Entity.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 6.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement First Supplemental Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 6 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto included in Exhibit C shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersan Officer. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto included in Exhibit G hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this such Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of such Guarantor an officer or an officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by one of its Officersthe fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto included in Exhibit D shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersan Officer. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in Section 1 of this Guarantee AgreementGuarantee, each Guarantor hereby of the Guarantors agrees that a notation of such Guarantee guarantee substantially in the form attached of the notation included in the Note annexed to the Indenture as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf of such Guarantor by one of its Officersa duly authorized officer. Each Guarantor hereby of the Guarantors agrees that its Guarantee guarantee set forth in Section 1 of this Guarantee Agreement shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer whose facsimile signature is on this Guarantee Agreement or on any notation of any Guarantee a Note no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 10.01, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 hereto included in Exhibit C shall be endorsed by an Officer of such the Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor by manual or facsimile signature. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit E, as applicable, hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee after the time such Guarantor becomes a Guarantor and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit E hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that this Indenture or a notation of such Guarantee supplemental indenture in substantially in the form attached hereto as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Exhibit B shall be executed on behalf of such Guarantor by one an Officer of its Officerssuch Guarantor (or, if an Officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signature. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Guaranteed Note a notation of such GuaranteeGuarantee on the Notes until such Guarantee is released in accordance with the terms of this Indenture. If an Officer In case the Officer, board member or director of such Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee such supplemental indenture, as applicable, no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsedany Note, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 12.1, each the Company and the Guarantor hereby agrees agree that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee Trustee, that such notation of such Guarantee shall be in the form attached hereto as Exhibit B, and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by its Chairman of the Board, one of its OfficersVice Chairmen of the Board, its President or one of its Vice Presidents. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose signature is on this Guarantee Agreement or on any notation of any Guarantee Indenture no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto included in Exhibit G hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this such Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of such Guarantor an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by one of its Officersthe fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates authenticate the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit E hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee after the time such Guarantor becomes a Guarantor and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 14.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 hereto included in Section 2.04 shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article Fourteen shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteethe Guarantees. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To further evidence its the Note Guarantee set forth in this Guarantee AgreementSection 2.1 above, each Guarantor the Company hereby agrees that a notation of such Guarantee Note Guarantee, substantially in the form attached as Annex 3 hereto included in Exhibit C to the Indenture, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this such Note Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of an Officer of the Company. The validity and enforceability of such Guarantor Note Guarantee shall not be affected by one of its Officersthe fact that it is not affixed to any particular Note. Each Guarantor hereby The Company agrees that its Note Guarantee set forth in this Guarantee Agreement Section 2.1 above shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Note Guarantee. If an Officer officer of the Company whose signature is on this Guarantee Agreement Supplemental Indenture or on any notation of any a Note Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Note Guarantee is endorsedendorsed or at any time thereafter, the Company’s Note Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof under the Indenture, shall constitute due delivery of the Company’s Note Guarantee set forth in this Guarantee Agreement Supplemental Indenture on behalf of the GuarantorsCompany.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note Debenture authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Debentures notwithstanding any failure to endorse on each Guaranteed Note Debenture a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Debenture or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note Debenture on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note Debenture by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 13.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form included in the Form of Note attached hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 13 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. (a) To evidence its the Guarantee set forth in this Guarantee AgreementSection 5.1 hereof, each the Guarantor hereby agrees that a notation Notation of such Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Supplemental Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officers. Each the Guarantor. (b) The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article V shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. . (c) If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. . (d) The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Supplemental Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 13.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form included in the Form of Note attached hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 13 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto included in Exhibit B hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this such Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of such Guarantor an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by one of its Officersthe fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 above shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Note Guarantee set forth in this Guarantee AgreementSection 12.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee in substantially in the form attached as Annex 3 hereto included in Exhibit D shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one an Officer of its Officerssuch Guarantor thereunto authorized. Each Guarantor hereby agrees that its Note Guarantee set forth in this Guarantee Agreement Section 12.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Note Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Note Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit D hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its a Guarantee set forth in this Guarantee AgreementArticle Fourteen, each the Guarantor hereby agrees that a notation of such the Guarantee Notation, substantially in the form attached as Annex 3 hereto of Exhibit A hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee that is guaranteed by such Guarantee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its Chairman of the Board, its President or one of its OfficersVice Presidents under a facsimile of its seal reproduced thereon. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding any failure to endorse the Guarantee Notation on each Guaranteed Note a notation of such GuaranteeSecurity. If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the Securities guaranteed hereby no longer holds that office at the time the Trustee authenticates the Guaranteed Note Security on which a notation of the Guarantee is endorsed, the such Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note Security by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the each Guarantee set forth in this Guarantee Agreement on behalf of the Guarantors.thereof. ARTICLE FIFTEEN

Execution and Delivery of Guarantee. (a) To evidence its the Guarantee set forth in this Guarantee AgreementSection 5.1 hereof, each the Guarantor hereby agrees that a notation Notation of such Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Second Supplemental Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officers. Each the Guarantor. (b) The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article Five shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. . (c) If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. . (d) The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Second Supplemental Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each Guarantor hereby of the Guarantors agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit D hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one an Officer of its Officerssuch Guarantor. Each Guarantor hereby of the Guarantors agrees that its Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer whose signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.Guarantor.\

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto included in Exhibit G-1 or Exhibit G-2 hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this such Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of such Guarantor an officer or an officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by one of its Officersthe fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all of the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture and endorsed on such Note on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee guarantee in substantially in the form included in Exhibit D attached as Annex 3 hereto shall be endorsed by an Officer officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Presidents. Each Guarantor hereby agrees that its Guarantee guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 12.1, each the Company and the Guarantor hereby agrees agree that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee Trustee, that such notation of such Guarantee shall be in the form attached hereto as Exhibit B, and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by its Chairman of the Board, one of its OfficersVice Chairmen of the Board, its President or one of its Vice Presidents. Each 57 The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose signature is on this Guarantee Agreement or on any notation of any Guarantee Indenture no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 12.01 hereof, each Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 thereof included in Section 2.03 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by one an officer of its Officers. Each Guarantor hereby agrees such Guarantor. (a) The Guarantors jointly and severally agree that its the Guarantee set forth in this Guarantee Agreement Article 12 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. . (b) If an Officer any officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note is executed on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. . (c) The delivery of any Guaranteed Note by the TrusteeNote, after the authentication thereofexecution thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee of the Notes set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto of Exhibit E shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor Guarantor, by one manual or facsimile signature, by an Officer of its Officerssuch Guarantor. Each Guarantor hereby agrees that its Guarantee of the Notes set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation the Guarantee of any Guarantee the Notes no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsed, the such Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee of the Notes set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 12.01, each Guarantor hereby agrees that it shall execute a Guarantee in the form attached hereto as Exhibit C and that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of an officer of such Guarantor by one of its OfficersGuarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed such Note on which a or at any time thereafter, such Guarantor's Guarantee is endorsed, the Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 10.01, each the Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto of Exhibit E hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Trustee. The Guarantee Agreement shall be executed on behalf of such the Guarantor by either manual or facsimile signature of one Officer of its Officersthe Guarantor, who shall have been duly authorized to so execute by all requisite corporate action. Each The validity and enforceability of the Guarantee shall not be affected by the fact that it is not affixed to any particular Note. The Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of the Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 13.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit C hereto shall will be endorsed by the manual, facsimile or electronic signature of an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 13.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any release, termination or discharge of a Guarantee.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto included in Exhibit E shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersan Officer. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Subsidiary Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in this Guarantee AgreementSection 10.1 hereof, each Guarantor hereby agrees that a notation of such Guarantee guarantee in substantially in the form included in Exhibit D attached as Annex 3 hereto shall be endorsed by an Officer executive officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one an executive officer of its Officerssuch Guarantor. Each Guarantor hereby agrees that its Guarantee guarantee set forth in this Guarantee Agreement Section 10.1 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 17.01, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee in substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Form of Notation of Guarantee. Such Guarantee Agreement shall be executed on behalf of such each Guarantor by one either manual or facsimile signature of its Officersan officer or agent of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. Each Guarantor hereby agrees The validity and enforceability of any Guarantee shall not be affected by the fact that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding it is not affixed to any failure to endorse on each Guaranteed Note a notation of such Guaranteeor Notes. If an Officer officer or agent of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed a Note on to which a such Guarantee is endorsedrelates or at any time thereafter, the such Guarantor’s Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in Section 2 of this Guarantee AgreementGuarantee, each Guarantor hereby of the Guarantors agrees that a notation of such Guarantee guarantee substantially in the form attached of the notation included in the Note annexed to the Indenture as Annex 3 hereto shall Exhibit A may upon the request of the Trustee be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf of such Guarantor by one of its Officersa duly authorized officer. Each Guarantor hereby of the Guarantors agrees that its Guarantee guarantee set forth in Section 2 of this Guarantee Agreement shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer officer of MGM Grand or any of its subsidiaries whose facsimile signature is on this Guarantee Agreement or on any notation of any Guarantee a Note no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 12.01, each Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto of Exhibit F hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Trustee. Such Guarantee Agreement shall be executed on behalf of such each Guarantor by one either manual or facsimile signature of its two Officers, or an Officer and an Assistant Secretary, of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementArticle 10, each the Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached annexed hereto as Annex 3 hereto contained in Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one of its Officersan Officer by manual or facsimile signature. Each The Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Article 10 shall remain in full force and effect and shall apply to all the Securities notwithstanding any failure to endorse on each Guaranteed Note Security a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement or on any notation a Security was an Officer at the time of any Guarantee such execution but no longer holds that office at the time the Trustee authenticates the Guaranteed Note Security on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note Security by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementArticle 10, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor placed on each Guaranteed Note authenticated and delivered made available for delivery by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by one the manual or facsimile signature of its Officersan Officer of each Guarantor or, in the case of non-U.S. Guarantors, an authorized signatory of each Guarantor. Each Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 16.1, each Guarantor hereby of the Guarantors agrees that a notation of such Guarantee substantially in the form attached of the notation included in the Note annexed hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersa duly authorized officer. Each Guarantor hereby of the Guarantors agrees that its Guarantee set forth in this Guarantee Agreement Section 16.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement or on any notation of any Guarantee a Note no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in this Guarantee AgreementSection 10.01, each Guarantor hereby agrees that a notation of such Guarantee guarantee in substantially in the form included in Exhibit E attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Presidents. Each Guarantor hereby agrees that its Guarantee guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee in substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Exhibit D hereto. Such Guarantee Agreement shall be executed on behalf of such each Guarantor by one either manual or facsimile signature of its Officerstwo Officers of each Guarantor, each of whom, in each case, shall have been duly authorized to so execute by all requisite corporate action. Each Guarantor hereby agrees The validity and enforceability of any Guarantee shall not be affected by the fact that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding it is not affixed to any failure to endorse on each Guaranteed Note a notation of such Guaranteeor Notes. If an Officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit E hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by at least one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 14.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form included in the Form of Note attached hereto as Annex 3 hereto Exhibit A shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 14 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. (a) To evidence its Guarantee set forth in this Guarantee AgreementSection 12.01, each Guarantor of the Guarantors hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officers. . (b) Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. . (c) If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. . (d) The delivery of any Guaranteed Note by the Trustee, after the authentication thereof, hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached included in Exhibit C or Exhibit D hereto, as Annex 3 hereto applicable shall be endorsed by an Officer of such Guarantor on each Guaranteed Note of the applicable series authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes of the applicable series notwithstanding any failure to endorse on each Guaranteed Note of the applicable series a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note of the applicable series or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note of such series on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note of the applicable series by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture and endorsed on such Note on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto of Exhibit D shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor Guarantor, by one manual or facsimile signature, by an Officer of its Officerssuch Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto of Exhibit F shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by one of its Officersan Officer. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any the notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a notation of Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementArticle 10, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor placed on each Guaranteed Note authenticated and delivered made available for delivery by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by one the manual or facsimile signature of its Officerstwo Officers or an Officer and the Secretary of each Guarantor. Each Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement or on any notation of any the Guarantee no longer holds that -71- office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. (a) To evidence its the Guarantee set forth in this Guarantee AgreementSection 5.1 hereof, each the Guarantor hereby agrees that a notation Notation of such Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement First Supplemental Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officers. Each the Guarantor. (b) The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article Five shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. . (c) If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. . (d) The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement First Supplemental Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 15.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit D hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 15 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To further evidence its Guarantee the Guarantees set forth in this Guarantee AgreementSection 11.01, each Subsidiary Guarantor hereby agrees that a notation of relating to such Guarantee Guarantee, in substantially in the form attached as Annex 3 hereto of Exhibit A-1, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of such Guarantor by one two Officers of its Officerseach Subsidiary Guarantor. Each Guarantor of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of relating to such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee a Note no longer holds that office at the time the Trustee authenticates the Guaranteed such security or at any time thereafter, such Subsidiary Guarantor's Guarantee of such Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsSubsidiary Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 16.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article 16 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 9.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit D hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 9.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in this Guarantee AgreementSECTION 10.01, each Guarantor hereby agrees that a notation of such Guarantee Guarantee, substantially in the form attached as Annex 3 hereto included in Exhibit G hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this such Guarantee Agreement shall be executed on behalf by either manual or facsimile signature of such Guarantor an Officer or an Officer of a general partner, as the case may be, of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by one of its Officersthe fact that it is not affixed to any particular Note. Each Guarantor of the Guarantors hereby agrees that its Guarantee set forth in this Guarantee Agreement SECTION 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Guarantee Agreement Indenture or on any notation of any a Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a such Guarantee is endorsedendorsed or at any time thereafter, the such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee guarantee in substantially in the form included in Exhibit D attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Presidents. Each Guarantor hereby agrees that its Guarantee guarantee set forth in this Guarantee Agreement Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guaranteeguarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee guarantee is endorsed, the Guarantee guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto of Exhibit C, which is part of this Indenture, shall be endorsed by an Officer officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an the Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorssuch Guarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementArticle 10, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto shall be endorsed by an Officer of such Guarantor placed on each Guaranteed Note authenticated and delivered made available for delivery by the Trustee and that this Guarantee Agreement shall be executed on behalf of such each Guarantor by one the manual or facsimile signature of its Officersan Officer or the Secretary of each Guarantor. Each Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Guarantee Agreement or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantorseach Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 11.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 Exhibit F hereto shall will be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement shall Indenture will be executed on behalf of such Guarantor by one of its Officers. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note a notation of such Guarantee. If an Officer whose signature is on this Guarantee Agreement Indenture or on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in this Guarantee AgreementSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Annex 3 hereto of Exhibit A-1 shall be endorsed by an Officer officer of such Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its President or one of its OfficersVice Chairmen or Vice Presidents. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Note Security a notation of such Guarantee. 77 If an officer or Officer whose signature is on this Guarantee Agreement or Indenture of on any notation of any the Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note Security on which a Guarantee is endorsed, the Guarantee shall be valid valid, binding and enforceable nevertheless. The delivery of any Guaranteed Note Security by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the Guarantors.

Execution and Delivery of Guarantee. (a) To evidence its the Guarantee set forth in this Guarantee AgreementSection 5.1 hereof, each the Guarantor hereby agrees that a notation Notation of such Guarantee substantially in the form attached as Annex 3 included in Exhibit B hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Third Supplemental Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officers. Each the Guarantor. (b) The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article Five shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. . (c) If an Officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. . (d) The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Third Supplemental Indenture on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its a Guarantee set forth in this Guarantee AgreementArticle Fourteen, each the Guarantor hereby agrees that a notation of such the Guarantee Notation, substantially in the form attached as Annex 3 hereto of Exhibit A hereto, shall be endorsed by an Officer of such Guarantor on each Guaranteed Note Security authenticated and delivered by the Trustee that is guaranteed by such Guarantee and that this Guarantee Agreement Indenture shall be executed on behalf of such Guarantor by its Chairman of the Board, its President or one of its OfficersVice Presidents under a facsimile of its seal reproduced thereon. Each Guarantor hereby agrees that its Guarantee set forth in this Guarantee Agreement shall remain in full force and effect notwithstanding any failure to endorse the Guarantee Notation on each Guaranteed Note a notation of such GuaranteeSecurity. If an Officer officer whose signature is on this Guarantee Agreement Indenture or on any notation of any Guarantee the Securities guaranteed hereby no longer holds that office at the time the Trustee authenticates the Guaranteed Note Security on which a notation of the Guarantee is endorsed, the such Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note Security by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the each Guarantee set forth in this Guarantee Agreement on behalf of the Guarantorsthereof.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 14.01 hereof, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an Officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article XIV shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture and endorsed on such Note on behalf of the GuarantorsGuarantor.

Execution and Delivery of Guarantee. To evidence its the Guarantee set forth in this Guarantee AgreementSection 12.01, each the Guarantor hereby agrees that a notation of such the Guarantee substantially in the form attached as Annex 3 included in Exhibit A hereto shall be endorsed by an Officer of such Guarantor on each Guaranteed Note authenticated and delivered by the Trustee and that this Guarantee Agreement Indenture shall be executed on behalf of such the Guarantor by one an officer of its Officersthe Guarantor. Each The Guarantor hereby agrees that its the Guarantee set forth in this Guarantee Agreement Article XII shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Guaranteed Note a notation of such the Guarantee. If an Officer officer whose facsimile signature is on this Guarantee Agreement a Note or on any a notation of any Guarantee no longer holds that office at the time the Trustee authenticates the Guaranteed Note on which a the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Guaranteed Note by the Trustee, after the authentication thereofthereof hereunder, shall constitute due delivery of the Guarantee set forth in this Guarantee Agreement Indenture on behalf of the GuarantorsGuarantor.