Common use of Execution and Delivery of Note Guarantee Clause in Contracts

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.1, each Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized person. Each Guarantor agrees that its Note Guarantee set forth in Section 12.1 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure to endorse a Note Guarantee shall not affect or impair the validity thereof.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.1(1), each the Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B Annex I shall be endorsed on each Note authenticated and delivered by the TrusteeTrustee after the effectiveness of such Note Guarantee. Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director, member or other director or another authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officerofficer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officerofficer, board member, director, member or other authorized person director before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized persondirector. Each The Guarantor agrees that its Note Guarantee set forth in Section 12.1 1 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture hereunder on behalf of the GuarantorsGuarantor. The failure to endorse a Note Guarantee shall not affect or impair the validity thereof.. Table of Contents

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.113.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall D hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall Trustee and that this Indenture will be signed executed on behalf of such Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Officers. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 shall 13.01 will remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 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 on which a Note Guarantee is endorsed, the Note Guarantee 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 Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure If, at any time after the date of this Indenture, a Subsidiary that was not a Guarantor on the date of this Indenture subsequently provides a Guarantee of any Material Indebtedness or the Company or any of its Subsidiaries creates or acquires a new Subsidiary that provides a Guarantee of any Material Indebtedness, the Company will cause such Subsidiary to endorse (i) provide a Note Guarantee shall pursuant to a supplemental indenture in the form of Exhibit E attached hereto, (ii) deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date of the supplemental indenture to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a valid and binding agreement of such Subsidiary, enforceable in accordance with its terms (subject to customary exceptions) and (iii) otherwise comply with the provisions of this Article 13 including, but not affect or impair limited to, endorsing and delivering a Note Guarantee in the validity thereofform of Exhibit D attached hereto.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.1, each Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized person. Each Guarantor agrees that its Note Guarantee set forth in Section 12.1 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure to endorse a Note Guarantee shall not affect or impair the validity thereof.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.111.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as included in Exhibit B E shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee Trustee and that this Indenture shall be signed executed on behalf of such Guarantor by an officer Officer of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personGuarantor. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 11.01 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 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 on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure In the event that the Company or any of its Domestic Restricted Subsidiaries creates or acquires another Domestic Restricted Subsidiary subsequent to endorse the date of this Indenture or any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary and shall become a Domestic Restricted Subsidiary, if required by Section 4.18 hereof, the Issuers shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantee shall not affect or impair Guarantees in accordance with Section 4.18 hereof and this Article 11, to the validity thereofextent applicable.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.113.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall D hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall Trustee and that this Indenture will be signed executed on behalf of such Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Officers. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 shall 13.01 will remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 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 on which a Note Guarantee is endorsed, the Note Guarantee 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 Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure If, at any time after the date of this Indenture, (x) the Company or any of its Subsidiaries creates or acquires a new Subsidiary that has total assets of value greater than $3.0 million, or (y) the Japanese Subsidiary has total assets of value greater than $10.0 million, the Company will cause such Subsidiary to endorse (i) provide a Note Guarantee shall pursuant to a supplemental indenture in the form of Exhibit E attached hereto, (ii) deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date of the supplemental indenture to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a valid and binding agreement of such Subsidiary, enforceable in accordance with its terms (subject to customary exceptions) and (iii) otherwise comply with the provisions of this Article 13 including, but not affect or impair limited to, endorsing and delivering a notation of Note Guarantee in the validity thereofform of Exhibit D attached hereto.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.110.01, each Guarantor hereby agrees that this Indenture or a notation of such Note Guarantee substantially supplemental indenture in the form attached of Exhibit D hereto as Exhibit B shall will be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall be signed executed on behalf of such Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Officers. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 shall 10.01 will remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. If an Officer whose signature is on this Indenture or a supplemental indenture hereto or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee 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 Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Wholly-Owned Domestic Restricted Subsidiary after the Issue Date, if required by Section 4.14, the Company will cause such Wholly-Owned Domestic Restricted Subsidiary to endorse comply with the provisions of Section 4.14 and this Article 10, to the extent applicable. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect a Note Guarantee shall not affect or impair the validity any release, termination or discharge thereof.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.111.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as included in Exhibit B E shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee Trustee and that this Indenture shall be signed executed on behalf of such Guarantor by an officer its President or one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Vice Presidents. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 11.01 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 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 on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure In the event that the Company creates or acquires any new Wholly Owned Restricted Subsidiaries subsequent to endorse a the Issue Date or in case any existing or future majority-owned Restricted Subsidiary shall, after the Issue Date, guarantee any Indebtedness of the Company or any Guarantor, in each case if required by Section 4.17 hereof, the Company shall cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantee shall not affect or impair Guarantees in accordance with Section 4.17 hereof and this Article 11, to the validity thereofextent applicable.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.110.01, each Guarantor hereby agrees that a notation this Indenture shall be executed in behalf of such Note Guarantor by the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Guarantor, as the case may be. Each Guarantor hereby agrees to execute a Notation of Guarantee substantially in the form attached included in Exhibit E hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized person. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 10.01 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 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 on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any the Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure Subject to endorse a Section 4.13 hereof, the Notes will be Guaranteed by each of the Issuers’ current and future Domestic Subsidiaries and the Issuers shall cause each current or future Domestic Subsidiary to execute supplemental indentures to this Indenture to effectuate its Note Guarantee shall not affect or impair the validity thereofunder this Article 10.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.110.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall D hereto will be endorsed by the manual or facsimile signature of an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall Trustee and that this Indenture or a supplemental indenture hereto will be signed executed on behalf of such Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Officers. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 shall 10.01 will remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. If an Officer whose signature is on this Indenture or a supplemental indenture hereto or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee 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 Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure In the event that the Parent Guarantor or any of its Restricted Subsidiaries creates or acquires any Wholly-Owned Domestic Restricted Subsidiary after the Issue Date, if required by Section 4.14, the Parent Guarantor will cause such Wholly-Owned Domestic Restricted Subsidiary to endorse comply with the provisions of Section 4.14 and this Article 10, to the extent applicable. Neither the Parent Guarantor nor any Guarantor shall be required to make a notation on the Notes to reflect a Note Guarantee shall not affect or impair the validity any release, termination or discharge thereof.

Execution and Delivery of Note Guarantee. To evidence its U.S. Note Guarantee set forth in Section 12.110.01 hereof, each U.S. Guarantor hereby agrees that a notation of such U.S. Note Guarantee substantially in the form attached hereto as Exhibit B shall E1 hereto will be endorsed by an Officer of such U.S. Guarantor on each U.S. Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall Trustee and that this Indenture will be signed executed on behalf of such U.S. Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signatureits Officers. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized person. Each Guarantor agrees that To evidence its Canadian Note Guarantee set forth in Section 12.1 shall 10.02 hereof, the Company and each Canadian Guarantor hereby agrees that a notation of such Canadian Note Guarantee substantially in the form attached as Exhibit E2 hereto will be endorsed by an Officer of the Company and such Canadian Guarantor on each Canadian Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of the Company and such Canadian Guarantor by one of its Officers. Each U.S. Guarantor hereby agrees that its U.S. Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each U.S. Note a notation of such U.S. Note Guarantee. The Company and each Canadian Guarantor hereby agrees that its Canadian Note Guarantee set forth in Section 10.02 hereof will remain in full force and effect notwithstanding any failure to endorse on each Canadian Note a notation of such Canadian Note Guarantee. If an Officer whose signature is on this Indenture or on a Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Note Guarantee is endorsed, the Note Guarantee 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 applicable Note Guarantee set forth in this Indenture on behalf of the applicable Guarantors. The failure Neither the Issuers not any Guarantor shall be required to endorse make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge thereof. In the event that the Company or any of its Restricted Subsidiaries acquires or creates any Domestic Subsidiary after the date of this Indenture, if required by Section 4.17(a) hereof, the Company shall not affect cause such Domestic Subsidiary to comply with the provisions of Section 4.17(a) hereof and this Article 10, to the extent applicable. In the event that the Canadian Issuer or impair any of its Restricted Subsidiaries or 3082833 Nova Scotia Company acquires or creates any Canadian Subsidiary after the validity thereofdate of this Indenture, if required by Section 4.17(b) hereof, the Canadian Issuer shall cause such Canadian Subsidiary to comply with provisions of Section 4.17(b) hereof and this Article 10, to the extent applicable.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.111.01 hereof, each initial Subsidiary Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall be signed this Indenture has been executed on behalf of such Subsidiary Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Officers. Each Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 shall 11.01 hereof will remain in full force and effect and apply to all notwithstanding the Notes (including, without limitation, absence of the endorsement of any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee will be valid nevertheless. Upon execution of a supplemental indenture to this Indenture by a new Subsidiary Guarantor substantially in the form attached as Exhibit E hereto, the Note Guarantee of such Subsidiary Guarantor set forth in this Indenture shall be deemed duly delivered, without any further action by any Person, on behalf of such Subsidiary Guarantor. Following the Issue Date, the delivery of any Note 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 GuarantorsSubsidiary Guarantors who are signatories thereto. The failure In the event that the Issuer or any of its Restricted Subsidiaries creates or acquires any Wholly Owned Domestic Subsidiary after the Issue Date or if any Immaterial Subsidiary ceases to endorse a Note Guarantee shall not affect or impair be an Immaterial Subsidiary, if required by Section 4.16 hereof, the validity thereofIssuer will cause such Wholly Owned Domestic Subsidiary to comply with the provisions of Section 4.16 hereof and this Article 11, to the extent applicable.

Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 12.113.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall D hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Such notation of Note Guarantee shall Trustee and that this Indenture will be signed executed on behalf of such Guarantor by an officer one of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director, member or other authorized personits Officers. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 shall 13.01 will remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 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 on which a Note Guarantee is endorsed, the Note Guarantee 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 Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure If, at any time after the date of this Indenture, a Subsidiary that was not a Guarantor on the date hereof subsequently provides a Guarantee of the Company’s Material Indebtedness or the Company or any of its Subsidiaries creates or acquires a new Subsidiary that provides a Guarantee of the Company’s Material Indebtedness, the Company will cause such Subsidiary to endorse (i) provide a Note Guarantee shall pursuant to a supplemental indenture in the form of Exhibit E attached hereto, (ii) deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date of the supplemental indenture to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a valid and binding agreement of such Subsidiary, enforceable in accordance with its terms (subject to customary exceptions) and (iii) otherwise comply with the provisions of this Article 13 including, but not affect or impair limited to, endorsing and delivering a Note Guarantee in the validity thereofform of Exhibit D attached hereto.

Execution and Delivery of Note Guarantee. To further evidence its the Note Guarantee Guarantees set forth in Section 12.111.1, the Parent, each of the Initial Subsidiary Guarantors and, upon the execution and delivery of a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, each Additional Subsidiary Guarantor agrees hereby agree that a notation of such its Note Guarantee Guarantee, substantially in the form attached hereto as of Exhibit B E hereto, shall be endorsed on each Note Security authenticated and delivered by the Trustee. Such notation of The Note Guarantee of any Guarantor shall be signed executed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director, member or other authorized person, as applicable) on behalf of such Guarantor by either manual or facsimile signature. In case the Officer, board member or director or member signature of two Officers of such Guarantor who Guarantor, each of whom, in each case, shall have signed such notation been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Note Guarantee shall cease to not be such Officer, board member, director, member or other authorized person before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered affected by the Trusteefact that it is not affixed to any particular Security. The Parent, such Note nevertheless may be authenticated each of the Initial Subsidiary Guarantors and, upon the execution and delivered as though the Person who signed such notation delivery of Note a Subsidiary Guarantee had not ceased pursuant to be such officerSection 4.15 or 4.21, board member, director, member or other authorized person. Each each Additional Subsidiary Guarantor hereby agrees that its Note Guarantee set forth in Section 12.1 11.1 shall remain in full force and effect and apply to all the Notes (including, without limitation, any Additional Notes and PIK Notes) notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. 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 Security on which such Subsidiary Guarantee is endorsed or at any time thereafter, such Guarantor’s Note Guarantee of such Security shall nevertheless be valid. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors. The failure to endorse a Note Guarantee shall not affect or impair the validity thereofeach Guarantor.