Common use of Execution and Delivery of Guarantee Clause in Contracts

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that this Indenture shall be executed on behalf of such Guarantor by an officer of such 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 Section 11.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. In case the officer, board member or director of such Guarantor whose signature is on this Indenture no longer holds office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 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 evidence its Guarantee set forth in Section 11.110.01, each Guarantor agrees that this Indenture or a supplemental indenture in substantially the form attached hereto as Exhibit B shall be executed signed on behalf of such Guarantor by an officer Officer of such Guarantor (or, if an officer Officer is not available, by a board member or director) on behalf of such Guarantor by manual manual, facsimile or facsimile other electronic signature. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.1 hereof 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. In case the officerOfficer, board member or director of such Guarantor whose signature is on this Indenture or supplemental indenture, as applicable, no longer holds such or an office at the time the Trustee authenticates the any Note, the Guarantee shall be valid neverthelessnonetheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 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 its the Guarantee set forth in Section 11.113.01, each Guarantor hereby agrees that this Indenture 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 on behalf of such Guarantor and executed by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by either manual or facsimile signaturesignature 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 Guarantor of the Guarantors hereby agrees that its Guarantee set forth in Section 11.1 hereof 13.01 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 Guarantee on the NotesGuarantee. In case the officer, board member or director If an Officer of such a Guarantor whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates the Notesuch Note or at any time thereafter, the 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 the any Guarantee set forth in this Indenture on behalf of the Guarantors. 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 applicableGuarantor.

Execution and Delivery of Guarantee. To further evidence its the Guarantee set forth in Section 11.112.1, each Guarantor agrees that this Indenture shall be executed on behalf of such Guarantor by an officer of such 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 the Guarantor hereby agrees that its a notation relating to such Guarantee, substantially in the form attached hereto as Annex A, shall be endorsed on each Note entitled to the benefits of the Guarantee authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an officer of Boardwalk GP. The Guarantor hereby agrees that the Guarantee set forth in Section 11.1 hereof 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to the absence Guarantee. If any officer of the endorsement of Boardwalk GP or any notation of such Guarantee on the Notes. In case the officerAffiliate, board member or director of such Guarantor whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates the Notesuch Note or at any time thereafter, 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 the Guarantee set forth in this Indenture on behalf of the Guarantors. 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 applicableGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that this Indenture shall be executed on behalf of such Guarantor by an officer of such 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 Note Guarantee set forth in Section 11.1 9.01 hereof shall will remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the NotesNote Guarantee. In case the officer, board member or director of such Guarantor If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the NoteSecurities of a series, the Note Guarantee shall of such 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 the Note Guarantee set forth in this Indenture or any supplemental indenture on behalf of the Guarantors. 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 applicableGuarantors who are signatories thereto.

Execution and Delivery of Guarantee. To evidence its Notes Guarantee set forth in Section 11.110.1, 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 Officer of such Notes Guarantor (or, if an officer Officer is not available, by a board member or directordirector or other duly authorized signatory) on behalf of such Guarantor by manual or facsimile signatureNotes Guarantor. Each Notes Guarantor hereby agrees that its Notes Guarantee set forth in Section 11.1 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Notes Guarantee on the Notes. In case the officerOfficer, board member or director of such Notes Guarantor whose signature is on this Indenture or supplemental indenture, as applicable, no longer holds office at the time the Trustee authenticates the any Note, the Notes Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantee set forth in this Indenture on behalf of the Notes Guarantors. If required by Section 4.17 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 evidence the Guarantee and its Guarantee obligations thereunder as set forth in Section 11.113.1, each Guarantor of the Guarantors agrees that a notation of such Guarantee substantially in the form annexed hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee, and that this Indenture (or a supplement hereto) shall be executed on behalf of such Guarantor by two Officers or an officer Officer and an Assistant Secretary of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signatureGuarantor. Each Guarantor hereby of the Guarantors agrees that the Guarantee and its Guarantee obligations thereunder as set forth in Section 11.1 hereof 13.1 shall remain in full force and effect and apply to all the Notes notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Guarantee on the NotesGuarantee. In case the officer, board member or director of such Guarantor If an Officer whose facsimile signature is on this Indenture a Note no longer holds that office at the time the Trustee authenticates the NoteNote on which the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 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 evidence its Guarantee set forth in Section 11.110.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Exhibit E1 or Exhibit E2, 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 Guarantor becomes a Guarantor and that this Indenture shall will be executed on behalf of such Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signatureits Officers. 105 Each Guarantor hereby agrees that its Guarantee set forth in Section 11.1 10.01 hereof shall 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 Guarantee on the NotesGuarantee. In case the officer, board member or director of such Guarantor If an Officer whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the NoteNote on which a Guarantee is endorsed, the Guarantee shall will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 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 evidence the Guarantee and its Guarantee obligations thereunder as set forth in Section 11.112.1, each Guarantor of the Guarantors agrees that a notation of such Guarantee substantially in the form annexed hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee, and that this Indenture (or a supplement hereto) shall be executed on behalf of such Guarantor by two Officers or an officer Officer and an Assistant Secretary of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signatureGuarantor. Each Guarantor hereby of the Guarantors agrees that the Guarantee and its Guarantee obligations thereunder as set forth in Section 11.1 hereof 12.1 shall remain in full force and effect and apply to all the Notes notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Guarantee on the NotesGuarantee. In case the officer, board member or director of such Guarantor If an Officer whose facsimile signature is on this Indenture a Note no longer holds that office at the time the Trustee authenticates the NoteNote on which the Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 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 its the Guarantee set forth in Section 11.110.01, each Guarantor hereby agrees that this Indenture a notation of such Guarantee, substantially in the form included in Exhibit G hereto, shall be endorsed on each Note authenticated and delivered by the Trustee and such Guarantee shall be executed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by either manual or facsimile signaturesignature 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 Guarantor of the Guarantors hereby agrees that its Guarantee set forth in Section 11.1 hereof 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 Guarantee on the NotesGuarantee. In case the officer, board member or director If an officer of such a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the NoteNote on which such Guarantee is endorsed or at any time thereafter, the 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 the Guarantee set forth in this Indenture on behalf of the Guarantors. 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 its the Guarantee set forth in Section 11.110.1, each Guarantor hereby agrees that this Indenture to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit F hereto. Such Guarantee shall be executed on behalf of such each Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by either manual or facsimile signaturesignature of two 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 that its Guarantee set forth in Section 11.1 hereof shall remain in full force The validity and effect notwithstanding the absence of the endorsement enforceability of any notation of such Guarantee on shall not be affected by the fact that it is not affixed to any Note or Notes. In case the officer, board member or director If an Officer of such a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the NoteNote on which such Guarantee is endorsed or at any time thereafter, the 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 the any Guarantee set forth in this Indenture on behalf of the Guarantors. 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 applicableGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that this Indenture or a supplemental indenture in substantially the form of Exhibit C attached hereto shall be executed on behalf of such Guarantor by an officer Officer of such Guarantor (or, if an officer Officer is not available, by a board member or director) on behalf of such Guarantor by manual manual, electronic or facsimile signature. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. In case the officerOfficer, board member or director of such Guarantor whose signature is on this Indenture or supplemental indenture, as applicable, no longer holds such or any office at the time the Trustee authenticates the any Note, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 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 its the Guarantee set forth in Section 11.12.01, each Guarantor hereby agrees that this Indenture to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit A hereto. Such Guarantee shall be executed on behalf of such each Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by either manual or facsimile signaturesignature of two 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 that its Guarantee set forth in Section 11.1 hereof shall remain in full force The validity and effect notwithstanding the absence of the endorsement enforceability of any notation of such Guarantee on shall not be affected by the fact that it is not affixed to any Note or Notes. In case the officer, board member or director If an Officer of such a Guarantor whose signature is on the Indenture, this Supplemental Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the NoteNote on which such Guarantee is endorsed or at any time thereafter, the 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 the any Guarantee set forth in this Supplemental Indenture on behalf of the Guarantors. 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 applicableGuarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 11.110.1, each 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 Guarantor by an officer Officer of such Guarantor (or, if an officer is not available, by a board member or directordirector or other duly authorized signatory) on behalf of such Guarantor by manual or facsimile signatureGuarantor. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.1 10.1 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. In case the officerOfficer, board member or director of such Guarantor whose signature is on this Indenture or supplemental indenture, as applicable, no longer holds office at the time the Trustee authenticates the any Note, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 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 evidence its Guarantee set forth in Section 11.110.01, each Guarantor of the Subsidiary Guarantors agrees that a notation of such Guarantee substantially in the form of the notation to be included on each Note authenticated and delivered by the Trustee as set forth in Exhibit E shall be endorsed and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signatureduly authorized officer. Each Guarantor hereby of the Subsidiary Guarantors agrees that its Guarantee set forth in Section 11.1 hereof 10.01 shall remain in full force and effect and apply to all the Notes notwithstanding the absence of the endorsement of any failure to endorse on each Note a notation of such Guarantee on the NotesGuarantee. In case the officer, board member or director of such Guarantor If an Officer whose facsimile signature is on this Indenture a Note no longer holds that office at the time the Trustee authenticates the NoteNote on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. 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 its the Guarantee set forth in Section 11.111.01, each Guarantor hereby agrees that this Indenture to execute and deliver to the Trustee a Guarantee in substantially the form of Exhibit G hereto. Such Guarantee shall be executed on behalf of such each Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by either manual or facsimile signaturesignature of an 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 that its Guarantee set forth in Section 11.1 hereof shall remain in full force The validity and effect notwithstanding the absence of the endorsement enforceability of any notation of such Guarantee on shall not be affected by the fact that it is not affixed to any Note or Notes. In case the officer, board member If an officer or director agent of such a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Notea Note to which such Guarantee relates or at any time thereafter, the 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 the any Guarantee set forth in this Indenture on behalf of the Guarantors. 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 applicableGuarantor.

Execution and Delivery of Guarantee. To evidence its Note Guarantee set forth in Section 11.110.01, each Guarantor hereby agrees that this Indenture shall will be executed entered into on behalf of such Guarantor by an officer Officer of such Guarantor (or, if an officer is not available, by a board member or director) on behalf of such Guarantor by manual or facsimile signatureGuarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.1 hereof shall 10.01 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 Guarantee on the NotesNote Guarantee. In case the officer, board member or director of such Guarantor If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note, . the Note Guarantee shall will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. If required by Section 4.17 hereof, the The Company shall hereby agrees that it will cause each Restricted Subsidiary described in Person that becomes obligated to provide a Note Guarantee pursuant to Section 4.17 4.20 hereof to comply execute a supplemental indenture in substantially the form set forth in Exhibit E, pursuant to which such Person provides the Note Guarantee set forth in this Article 10 and otherwise assumes the obligations and accepts the rights of a Guarantor under this Indenture, in each case with the provisions of Section 4.17 hereof same effect and this Article XI, to the same extent applicableas if such Person had been named herein as a Guarantor.

Execution and Delivery of Guarantee. To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that this Indenture shall be executed on behalf of such Guarantor by an officer of such 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 Note Guarantee set forth in Section 11.1 9.01 hereof shall will remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the NotesNote Guarantee. In case the officer, board member or director of such Guarantor If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the NoteSecurities of a series, the Note Guarantee shall of such 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 the Note Guarantee set forth in this Indenture or any supplemental indenture on behalf of the Guarantors. 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 applicableGuarantors who are signatories thereto.