Common use of Execution and Delivery of Guarantees Clause in Contracts

Execution and Delivery of Guarantees. The Guarantee to be endorsed on the Notes shall include the terms of the Guarantee set forth in Section 13.01 and any other terms that may be set forth in the form established pursuant to Section 2.02. The Guarantor hereby agrees to execute its Guarantee, in a form established pursuant to Section 2.02, to be endorsed on each Note authenticated and delivered by the Trustee. The Guarantee shall be signed in the name and on behalf of the Guarantor by the manual or facsimile signature of an Officer of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless shall bind the Guarantor, and a Guarantee may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution of such Guarantee, shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officer. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Note.

Execution and Delivery of Guarantees. The Guarantee to be endorsed on the Notes shall include the terms of the To evidence its Guarantee set forth in Section 13.01 and any other terms that may be set forth in 11.1, the form established pursuant to Section 2.02. The Guarantor hereby agrees to execute its Guarantee, in that a form established pursuant to Section 2.02, to be endorsed on each Note authenticated and delivered by the Trustee. The notation of such Guarantee shall be signed in the name and on behalf of the Guarantor endorsed by the manual or facsimile signature of an Officer of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note Guarantor on which the Guarantee is endorsed shall have been each Security authenticated and delivered by the Trustee, such Guarantee nevertheless that this Indenture shall bind the Guarantor, and a Guarantee may be signed executed on behalf of the Guarantor by such persons as, at the actual date an Officer of the execution Guarantor and attested to by an Officer of the Guarantor and that the Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by the Guarantor and that such Guarantee is a valid and legally binding obligation of the Guarantor, enforceable against such Guarantor in accordance with its terms, except insofar as (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Guarantor hereby agrees that its Guarantee set forth in Section 11.1 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. If an Officer of the Guarantor whose signature is on this Indenture or on the applicable Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed, such Guarantee shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officervalid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon Guarantees set forth in this Indenture on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Note.

Execution and Delivery of Guarantees. The Guarantee to be endorsed on the Notes shall include the terms of the Guarantee set forth in Section 13.01 and any other terms that may be set forth in the form established pursuant to Section 2.02. The Guarantor hereby agrees to execute its Guarantee, in a form established pursuant to Section 2.022.01, to be endorsed on each Note authenticated and delivered by the Trustee. The Guarantee shall be signed in the name and on behalf of the Guarantor by the manual or facsimile signature of an Officer of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless shall bind the Guarantor, and a Guarantee may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution of such Guarantee, shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officer. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Note.

Execution and Delivery of Guarantees. The Guarantee Guarantees to be endorsed on the Notes Securities of each series issued under the Indenture shall include the terms of the Guarantee guarantees set forth in Section 13.01 15.1 and any other terms that may be set forth in the form established pursuant to Section 2.022.4 with respect to such series. The Guarantor hereby agrees to execute its Guaranteethe Guarantees, in a form established pursuant to Section 2.022.4, to be endorsed on each Note Security authenticated and delivered by the Trustee. The Guarantee Guarantees shall be signed in the name and executed on behalf of the Guarantor by its Chairman of the Board or its President or one of its Vice Presidents. The signature of any of these officers on the Guarantees may be manual or facsimile and may be imprinted or otherwise reproduced on the Guarantees. Guarantees bearing the manual or facsimile signature signatures of an Officer individuals who were at any time the proper officers of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and a Guarantee may be signed on behalf delivery of the Guarantor by Securities upon which such persons as, at the actual date of the execution of Guarantees are endorsed or did not hold such Guarantee, shall be the proper Officers, although offices at the date of the execution of this Indenture any such person was not such an OfficerSecurities. The delivery of any Note Security by the a Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 15.1 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any NoteSecurity.

Execution and Delivery of Guarantees. The Guarantee Guarantees to be endorsed on the Notes Securities of each series shall include be substantially in the form of Exhibit A hereto (except that references to premium and interest need be included only if any premium or interest, respectively, is provided for in the terms of the Guarantee set forth in Section 13.01 such series) and any other terms that may be set forth in the form established pursuant to Section 2.02202 with respect to such series. The Guarantor hereby agrees to execute its Guaranteethe Guarantees, in a form established pursuant to Section 2.02202, to be endorsed on each Note Security authenticated and delivered by the Trustee. The Guarantee Guarantees shall be signed in the name and executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signature signatures of an Officer individuals who were at any time the proper officers of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and a Guarantee may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution delivery of such Guarantee, shall be the proper Officers, although Guarantees or did not hold such offices at the date of the execution of this Indenture any such person was not such an OfficerGuarantees. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any NoteSecurity. Section 1403.

Execution and Delivery of Guarantees. The Guarantee to be endorsed on the Notes shall include the terms of the To evidence its Guarantee set forth in Section 13.01 and any other terms that may be set forth in 10.1, the form established pursuant to Section 2.02. The Guarantor hereby agrees to execute its Guarantee, in that a form established pursuant to Section 2.02, to be endorsed on each Note authenticated and delivered by the Trustee. The notation of such Guarantee shall be signed in the name and on behalf of the Guarantor endorsed by the manual or facsimile signature of an Officer of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note Guarantor on which the Guarantee is endorsed shall have been each Security authenticated and delivered by the Trustee, such Guarantee nevertheless that this Indenture shall bind the Guarantor, and a Guarantee may be signed executed on behalf of the Guarantor by such persons as, at the actual date an Officer of the execution Guarantor and attested to by an Officer of the Guarantor and that the Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by the Guarantor and that such Guarantee is a valid and legally binding obligation of the Guarantor, enforceable against such Guarantor in accordance with its terms, except insofar as (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Guarantor hereby agrees that its Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. If an Officer of the Guarantor whose signature is on this Indenture or on the applicable Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed, such Guarantee shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officervalid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon Guarantees set forth in this Indenture on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Note.

Execution and Delivery of Guarantees. The Unless otherwise specified in the terms of a Guarantee to be endorsed on the Notes of a series of Securities under this Indenture, each Guarantee shall include the terms of the Guarantee set forth in Section 13.01 16.01 and any other terms that may shall be set forth substantially in the form established pursuant to Section 2.022.16. The Each Guarantor of any such series hereby agrees to execute its Guarantee, in a form established pursuant to Section 2.022.16, to be endorsed on each Note Security authenticated and delivered by the Trustee. The Each such Guarantee shall be signed in the name and executed on behalf of the each such Guarantor by any one of its chairman of the Board of Directors, president, vice presidents or other person duly authorized by the Board of Directors of such Guarantor. The signature of any or all of these persons on a Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signature of an Officer individuals who were at any time the proper officers of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless Guarantor shall bind the such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and a Guarantee may be signed on behalf delivery of the Guarantor by any Security or did not hold such persons as, at the actual date of the execution of such Guarantee, shall be the proper Officers, although offices at the date of the execution of this Indenture any such person was not such an OfficerGuarantee. The delivery of any Note Security by the Trustee, after the authentication thereof hereunderthereof, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the a Guarantor and shall bind the such Guarantor notwithstanding the fact that the Guarantee may does not bear the signature of the such Guarantor. The Every Guarantor hereby agrees that its Guarantee set forth in Section 13.01 16.01 and in the form of Guarantee established pursuant to Section 2.02 2.16 shall remain in full force and effect notwithstanding any failure to endorse execute a Guarantee on any Notesuch Security.

Execution and Delivery of Guarantees. The Guarantee Guarantees to be endorsed on the Notes Securities of each series shall include the terms of the Guarantee set forth in Section 13.01 1401 (except that references to premium, interest and Additional Amounts need be included only if any premium, interest or Additional Amounts, respectively, is provided for in the terms of such series) and any other terms that may be set forth in the form established pursuant to Section 2.02206 with respect to such series. The Guarantor hereby agrees to execute its Guaranteethe Guarantees, in a form established pursuant to Section 2.02206, to be endorsed on each Note Security authenticated and delivered by the Trustee. The Guarantee Guarantees shall be signed in the name and executed on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President, one of its Vice Presidents, its Treasurer or its Controller and by one of its Vice Presidents, Director--Corporate Finance, Assistant Treasurers, Assistant Controllers, its Secretary or one of its Assistant Secretaries, under its corporate seal reproduced thereon. The signature of any of these officers on the Guarantees may be manual or facsimile. Guarantees bearing the manual or facsimile signature signatures of an Officer individuals who were at any time the proper officers of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and a Guarantee may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution delivery of such Guarantee, shall be the proper Officers, although Guarantees or did not hold such offices at the date of the execution of this Indenture any such person was not such an OfficerGuarantees. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Note.Security. ARTICLE FIFTEEN

Execution and Delivery of Guarantees. The Guarantee to be endorsed on the Notes Securities of each series shall include or incorporate by reference the terms of the Guarantee set forth in Section 13.01 1401 and any other terms that may be set forth in the form as established pursuant to Section 2.02301. The Guarantor hereby agrees to execute its Guarantee, in a form set forth in or established pursuant to Section 2.02201, to be endorsed on each Note Security authenticated and delivered by the Trustee. The Guarantee shall be signed in the name and executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or its Vice President, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any such officer on the Guarantee may be manual or facsimile. A Guarantee bearing the manual or facsimile signature of an Officer individual who were at any time of the Guarantor. In case any Officer who shall have signed a Guarantee shall cease to be such Officer before proper officers of the Note on which the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless Guarantor shall bind the Guarantor, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and a Guarantee may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution delivery of such Guarantee, shall be the proper Officers, although Guarantees or did not hold such offices at the date of the execution of this Indenture any such person was not such an OfficerGuarantee. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any NoteSecurity. The Guarantor by its execution of this Indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to confirm the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by the Corporation's execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

Execution and Delivery of Guarantees. The Guarantee to be endorsed on the Notes shall include the terms of the To evidence its Guarantee set forth in Section 13.01 13.01, each Guarantor hereby agrees that this Agreement and any other terms that may be set forth a Guarantee in the form established of Exhibit B hereto shall be executed on behalf of such Guarantor by its President or one of its Officers and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Noteholders a Guarantee in the form of Exhibit B hereto and a supplemental agreement substantially in the form of Exhibit K hereto, pursuant to which such Person shall become a Guarantor under this Section 2.0213 and shall guarantee the obligations of the Company under this Agreement and the Notes. The Concurrently with the execution and delivery of such Guarantee and such supplemental agreement, such Guarantor hereby agrees shall deliver to execute its Guaranteethe Noteholders an opinion of counsel reasonably acceptable to the Purchasers that the foregoing have been duly authorized, in a form established pursuant to Section 2.02, to be endorsed on each Note authenticated executed and delivered by the Trusteesuch Guarantor and that such Guarantor's Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. The Guarantee shall be signed in the name and If an officer whose signature is on behalf of the Guarantor by the manual this Agreement or facsimile signature of an Officer of the Guarantor. In case any Officer who shall have signed on a Guarantee shall cease to be such Officer before no longer holds that office at the time the Company executes and delivers the Note on which a Guarantee is endorsed, the Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Guarantee nevertheless shall bind the Guarantor, and a Guarantee may be signed on behalf of the Guarantor by such persons as, at the actual date of the execution of such Guarantee, shall be the proper Officers, although at the date of the execution of this Indenture any such person was not such an Officervalid nevertheless. The execution and delivery of any Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Guarantee endorsed thereon set forth in this Agreement on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear the signature of the GuarantorGuarantors. The Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01 and in the form of Guarantee established pursuant to Section 2.02 shall remain in full force and effect notwithstanding any failure to endorse on each Note a Guarantee on any Notenotation of such Guarantee.