Common use of Execution and Delivery of Guarantee Clause in Contracts

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.

Execution and Delivery of Guarantee. To further evidence the its Guarantee set forth in Section 13.0110.01, each Guarantor hereby agrees that this Indenture or a notation supplemental indenture in substantially the form attached hereto as Exhibit B shall be signed on behalf of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered Guarantor by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it such Guarantor (or, if an Officer is not affixed to any particular Noteavailable, by a board member or director) on behalf of such Guarantor by manual, facsimile or other electronic signature. Each of the Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 13.01 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such GuaranteeGuarantee on the Notes. If an Officer In case the Officer, board member or director of a such Guarantor whose signature is on this Indenture or a Note supplemental indenture, as applicable, no longer holds that such or an office at the time the Trustee authenticates such Note or at any time thereafterNote, such Guarantor's the Guarantee of such Note shall be valid neverthelessnonetheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors.

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.0112.1, each the Guarantor hereby agrees that a notation of relating to such Guarantee, substantially in the form included in Exhibit E heretoattached hereto as Annex A, shall be endorsed on each Note entitled to the benefits of the Guarantee authenticated and delivered by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer officer of each GuarantorBoardwalk GP. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors Guarantor hereby agrees that its the Guarantee set forth in Section 13.01 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such relating to the Guarantee. If an Officer any officer of a Guarantor Boardwalk GP or any Affiliate, whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the Guarantor.

Execution and Delivery of Guarantee. To further evidence the its Guarantee set forth in Section 13.0111.1, each Guarantor hereby agrees that a notation this Indenture shall be executed on behalf of such GuaranteeGuarantor by an officer of such Guarantor (or, substantially in the form included in Exhibit E heretoif an officer is not available, shall be endorsed by a board member or director) on each Note authenticated and delivered behalf of such Guarantor by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Notesignature. Each of the Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 13.01 11.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such GuaranteeGuarantee on the Notes. If an Officer In case the officer, board member or director of a such Guarantor whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafterthe Note, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors. If required by Section 4.17 hereof, the Company shall cause each Restricted Subsidiary described in Section 4.17 hereof to comply with the provisions of Section 4.17 hereof and this Article XI, to the extent applicable.

Execution and Delivery of Guarantee. To further evidence the Each Guarantor hereby agrees that its Note Guarantee set forth in Section 13.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 shall 9.01 hereof will remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such the Securities of a series, the Note or at any time thereafter, such Guarantor's Guarantee of such Note shall Securities will be valid nevertheless. Upon execution by a new Guarantor of an indenture supplemental hereto substantially in the form reasonably satisfactory to the Trustee, the Note Guarantee of such Guarantor set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of such Guarantor. The delivery of any Note Security of a series by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of any the Note Guarantee set forth in this Indenture or any supplemental indenture on behalf of the GuarantorGuarantors who are signatories thereto.

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.0111.01, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee, Guarantee in substantially in the form included in of Exhibit E G hereto, . Such Guarantee shall be endorsed executed on behalf of each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed Guarantor by either manual or facsimile signature of an Officer 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. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranteeor Notes. If an Officer officer or agent of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates a Note to which such Note Guarantee relates or at any time thereafter, such Guarantor's ’s Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the each Guarantor.

Execution and Delivery of Guarantee. To further evidence the its Guarantee set forth in Section 13.0110.01, each Guarantor hereby of the Subsidiary Guarantors agrees that a notation of such Guarantee, Guarantee substantially in the form of the notation to be included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after as set forth in Exhibit E shall be endorsed and that this Indenture shall be executed on behalf of such Guarantee is executed and executed Subsidiary Guarantor by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Notea duly authorized officer. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set forth in Section 13.01 10.01 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such the Note or at any time thereafteron which a Guarantee is endorsed, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorSubsidiary Guarantors.

Execution and Delivery of Guarantee. To further evidence the its Guarantee set forth in Section 13.0111.1, each Guarantor hereby agrees that this Indenture or a notation supplemental indenture in substantially the form of Exhibit C attached hereto shall be executed on behalf of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered Guarantor by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it such Guarantor (or, if an Officer is not affixed to any particular Noteavailable, by a board member or director) on behalf of such Guarantor by manual, electronic or facsimile signature. Each of the Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 13.01 11.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such GuaranteeGuarantee on the Notes. If an Officer In case the Officer, board member or director of a such Guarantor whose signature is on this Indenture or a Note supplemental indenture, as applicable, no longer holds that such or any office at the time the Trustee authenticates such Note or at any time thereafterNote, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors.

Execution and Delivery of Guarantee. To further evidence the Guarantee and its obligations thereunder as set forth in Section 13.0112.1, each Guarantor hereby of the Guarantors agrees that a notation of such Guarantee, Guarantee substantially in the form included in annexed hereto as Exhibit E hereto, B shall be endorsed on each Note authenticated and delivered by the Trustee after Trustee, and that this Indenture (or a supplement hereto) shall be executed on behalf of such Guarantee is executed and executed Guarantor by either manual two Officers or facsimile signature of an Officer and an Assistant Secretary of each such Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that the Guarantee and its Guarantee obligations thereunder as set forth in Section 13.01 12.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such the Note or at any time thereafteron which the Guarantee is endorsed, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors.

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.0110.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit E G hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after and such Guarantee is executed and shall be executed by either manual or facsimile signature of 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 the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.012.01, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee, Guarantee in substantially in the form included in of Exhibit E A hereto, . Such Guarantee shall be endorsed executed on behalf of each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed Guarantor by either manual or facsimile signature of an Officer two Officers 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 of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranteeor Notes. If an Officer of a Guarantor whose signature is on the Indenture, this Supplemental Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Supplemental Indenture on behalf of the each Guarantor.

Execution and Delivery of Guarantee. To further evidence the Each Guarantor hereby agrees that its Note Guarantee set forth in Section 13.01, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 shall 9.01 hereof will remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such the Securities of a series, the Note or at any time thereafter, such Guarantor's Guarantee of such Note shall Securities will be valid nevertheless. Upon execution of a supplemental indenture to this Indenture by a new Guarantor substantially in the form reasonably satisfactory to the Trustee, the Note Guarantee of such Guarantor set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of such Guarantor. The delivery of any Note Security of a series by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of any the Note Guarantee set forth in this Indenture or any supplemental indenture on behalf of the GuarantorGuarantors who are signatories thereto.

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.0110.1, each Guarantor hereby agrees that to execute and deliver to the Trustee a notation of such Guarantee, Guarantee in substantially in the form included in of Exhibit E F hereto, . Such Guarantee shall be endorsed executed on behalf of each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed Guarantor by either manual or facsimile signature of an Officer two Officers 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 of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guaranteeor Notes. If an Officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the each Guarantor.

Execution and Delivery of Guarantee. To further evidence the its Guarantee set forth in Section 13.0110.1, each Guarantor hereby agrees that this Indenture or a notation supplemental indenture in substantially the form attached hereto as Exhibit B shall be executed on behalf of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered Guarantor by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each such Guarantor (or, if an officer is not available, by a board member or director or other duly authorized signatory) on behalf of such Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 13.01 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such GuaranteeGuarantee on the Notes. If an Officer In case the Officer, board member or director of a such Guarantor whose signature is on this Indenture or a Note supplemental indenture, as applicable, no longer holds that office at the time the Trustee authenticates such Note or at any time thereafterNote, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors.

Execution and Delivery of Guarantee. To further evidence the Guarantee set forth in Section 13.011401, each Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit E Section 207 hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after and such Guarantee is executed and shall be executed by either manual or facsimile signature of 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 the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 13.01 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer officer of a Guarantor whose signature is on this Indenture or a Note Guarantee no longer holds that office at the time the Trustee authenticates authenticate the Note on which such Note Guarantee is endorsed or at any time thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantor.

Execution and Delivery of Guarantee. To further evidence the Guarantee and its obligations thereunder as set forth in Section 13.0113.1, each Guarantor hereby of the Guarantors agrees that a notation of such Guarantee, Guarantee substantially in the form included in annexed hereto as Exhibit E hereto, B shall be endorsed on each Note authenticated and delivered by the Trustee after Trustee, and that this Indenture (or a supplement hereto) shall be executed on behalf of such Guarantee is executed and executed Guarantor by either manual two Officers or facsimile signature of an Officer and an Assistant Secretary of each such Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that the Guarantee and its Guarantee obligations thereunder as set forth in Section 13.01 13.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer of a Guarantor whose facsimile signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such the Note or at any time thereafteron which the Guarantee is endorsed, such Guarantor's the Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors.

Execution and Delivery of Guarantee. To further evidence the its Guarantee set forth in Section 13.0110.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee, Guarantee substantially in the form included in attached as Exhibit E heretoE1 or Exhibit E2, shall as applicable, hereto will be endorsed by an Officer of xxxx Xxxxantor on each Note authenticated and delivered by the Trustee after the time such Guarantee is Guarantor becomes a Guarantor and that this Indenture will be executed and executed on behalf of such Guarantor by either manual or facsimile signature one of an Officer of each Guarantorits Officers. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. 105 Each of the Guarantors Guarantor hereby agrees that its Guarantee set forth in Section 13.01 shall 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or a Note on the Guarantee no longer holds that office at the time the Trustee authenticates such the Note or at any time thereafteron which a Guarantee is endorsed, such Guarantor's the Guarantee of such Note shall will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of any the Guarantee set forth in this Indenture on behalf of the GuarantorGuarantors.

Execution and Delivery of Guarantee. To further evidence the its Notes Guarantee set forth in Section 13.0110.1, each Notes Guarantor agrees that this Indenture or a supplemental indenture in substantially the form attached hereto as Exhibit B shall be executed on behalf of such Notes Guarantor by an Officer of such Notes Guarantor (or, if an Officer is not available, by a board member or director or other duly authorized signatory) on behalf of such Notes Guarantor. Each Notes Guarantor hereby agrees that a notation of such Guarantee, substantially in the form included in Exhibit E hereto, shall be endorsed on each Note authenticated and delivered by the Trustee after such Guarantee is executed and executed by either manual or facsimile signature of an Officer of each Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Each of the Guarantors hereby agrees that its Notes Guarantee set forth in Section 13.01 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such GuaranteeNotes Guarantee on the Notes. If an Officer In case the Officer, board member or director of a such Notes Guarantor whose signature is on this Indenture or a Note supplemental indenture, as applicable, no longer holds that office at the time the Trustee authenticates such Note or at any time thereafterNote, such Guarantor's the Notes Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Notes Guarantee set forth in this Indenture on behalf of the GuarantorNotes Guarantors.