Common use of Execution and Delivery of Guaranties Clause in Contracts

Execution and Delivery of Guaranties. The Guaranties to be endorsed on the Securities shall include the terms of the Guaranty set forth in Section 13.1 and any other terms that may be set forth in the form established pursuant to Section 2.6. Each of the Guarantors hereby agrees to execute its Guaranty, in a form established pursuant to Section 2.6, to be endorsed on each Security authenticated and delivered by the Trustee. The Guaranty shall be executed on behalf of each respective Guarantor by any one of such Guarantor's Chairman of the Board of Directors or two members of the Managing Board, as the case may be, or other person duly authorized by the Board of Directors or Managing Board of such Guarantor. The signature of any or all of these persons on the Guaranty may be manual or facsimile. A Guaranty bearing the manual or facsimile signature of individuals who were at any time the proper officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such Guaranty is endorsed or did not hold such offices at the date of such Guaranty. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Guaranty set forth in Section 13.1 shall remain in full force and effect notwithstanding any failure to endorse a Guaranty on any Security. 100 108

Execution and Delivery of Guaranties. The Guaranties to be endorsed on To further evidence the Securities shall include the terms of the Guaranty guaranty set forth in Section 13.1 and any other terms 101, each undersigned Guarantor hereby agrees that may be set forth a notation relating to such guaranty (in substantially the form established pursuant to Section 2.6. Each of the Guarantors hereby agrees to execute its Guaranty, in a form established pursuant to Section 2.6, to hereinbelow set forth) shall be endorsed on each Security authenticated and delivered by the Trustee. The Guaranty shall be Trustee and executed on behalf of each respective Guarantor by any one of such Guarantor's Chairman of the Board of Directors or two members of the Managing Board, as the case may be, or other person duly authorized by the Board of Directors or Managing Board of such Guarantor. The signature of any or all of these persons on the Guaranty may be manual or facsimile. A Guaranty bearing the either manual or facsimile signature of individuals who were two officers of the Guarantor. Each of the undersigned Guarantors hereby agrees that its guaranty set forth in Section 101 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation relating to such guaranty. If an officer of a Guarantor whose signature is on this Guaranty or a Security no longer holds that office at the time the Trustee authenticates such Security or at any time the proper officers of a Guarantor shall bind thereafter, such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such 's Guaranty is endorsed or did not hold such offices at the date of such GuarantySecurity shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guaranty endorsed thereon on behalf of the GuarantorsGuarantor. SECTION 105. Consent to Jurisdiction and Service of Process. Each undersigned Guarantor that is not organized under the laws of the Guarantors United States (including the States and the District of Columbia) (each a "Non-U.S. Guarantor") hereby jointly appoints the principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the authorized agent thereof (the "Authorized Agent") upon whom process may be served in any action, suit or proceeding arising out of or based on the Indenture or this Guaranty or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in The Borough of Manhattan, The City of New York, by the Holder of any Security, and severally each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor's acceptance of such appointment, shall have occurred. Each Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that its Guaranty set forth in Section 13.1 shall remain may be necessary to continue such appointment in full force and effect notwithstanding as aforesaid. Service of process upon the Authorized Agent with respect to any failure to endorse a Guaranty such action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor arising out of or based on any SecuritySecurity may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. 100 108The Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of process.

Execution and Delivery of Guaranties. The Guaranties to be endorsed on To further evidence the Securities shall include the terms of the Guaranty guaranty set forth in Section 13.1 and any other terms 101, each undersigned Guarantor hereby agrees that may be set forth a notation relating to such guaranty (in substantially the form established pursuant to Section 2.6. Each of the Guarantors hereby agrees to execute its Guaranty, in a form established pursuant to Section 2.6, to hereinbelow set forth) shall be endorsed on each Security authenticated and delivered by the Trustee. The Guaranty shall be Trustee and executed on behalf of each respective Guarantor by any one of such Guarantor's Chairman of the Board of Directors or two members of the Managing Board, as the case may be, or other person duly authorized by the Board of Directors or Managing Board of such Guarantor. The signature of any or all of these persons on the Guaranty may be manual or facsimile. A Guaranty bearing the either manual or facsimile signature of individuals who were two officers of the Guarantor. Each of the undersigned Guarantors hereby agrees that its guaranty set forth in Section 101 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation relating to such guaranty. If an officer of a Guarantor whose signature is on this Guaranty or a Security no longer holds that office at the time the Trustee authenticates such Security or at any time the proper officers of a Guarantor shall bind thereafter, such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of the Security on which such 's Guaranty is endorsed or did not hold such offices at the date of such GuarantySecurity shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the any Guarantee set forth in this Guaranty endorsed thereon on behalf of the GuarantorsGuarantor. SECTION 105. Consent to Jurisdiction and Service of Process. Each undersigned Guarantor that is not organized under the laws of the Guarantors United States (including the States and the District of Columbia) (each a "Non-U.S. Guarantor") hereby jointly appoints the principal office of CT Corporation System in The City of New York which, on the date hereof, is located at 1633 Broadway, New York, New York 10019, as the authorized agxxx xxxxxxx (xxx "Xxxxxxxxxx Xxxxx") xpon whom process may be served in any action, suit or proceeding arising out of or based on the Indenture or this Guaranty or the Securities which may be instituted in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in The Borough of Manhattan, The City of New York, by the Holder of any Security, and severally each Non-United States Guarantor hereby waives any objection which it may now or hereafter have to the laying of venue of any such proceeding and expressly and irrevocably accepts and submits, for the benefit of Holders from time to time of the Securities, to the nonexclusive jurisdiction of any such court in respect of any such action, suit or proceeding, for itself and with respect to its properties, revenues and assets. Such appointment shall be irrevocable unless and until the appointment of a successor authorized agent for such purpose, and such successor's acceptance of such appointment, shall have occurred. Each Non-U.S. Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that its Guaranty set forth in Section 13.1 shall remain may be necessary to continue such appointment in full force and effect notwithstanding as aforesaid. Service of process upon the Authorized Agent with respect to any failure to endorse a Guaranty such action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Guarantor. Notwithstanding the foregoing, any action against any Non-U.S. Guarantor arising out of or based on any SecuritySecurity may also be instituted by the Holder of such Security in any court in the jurisdiction of organization of such Non-U.S. Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any such court in any such action. 100 108The Partnership shall require the Authorized Agent to agree in writing to accept the foregoing appointment as agent for service of process.