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

Execution and Delivery of Note Guarantees. The Note Guarantees to be endorsed on the Notes shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note authenticated and delivered by the Trustee. The Note Guarantee shall be executed on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenture, shall constitute due delivery of the Note Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.

Execution and Delivery of Note Guarantees. The To evidence its Guarantee set forth in Section 13.01, each Note Guarantees to be endorsed on the Notes shall be Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached hereto of Exhibit C (as Exhibit C. Each Guarantor hereby agrees modified to execute its Note Guarantee, in reflect Agreed Guarantee Principles to the form attached hereto as Exhibit C, to extent contemplated by Section 4.24(b)) shall be endorsed on by an officer of such Note Guarantor, which notation shall be applicable to each Note authenticated and delivered by the Trustee. The Note Guarantee , and that this Indenture shall be executed on behalf of the Company such Note Guarantor by two members any of its Officers. Each of the Management Board of Note Guarantors, jointly and severally, hereby agrees that its General Partner Guarantee set forth in Section 13.01 shall remain in full force and on behalf of effect notwithstanding any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board failure to endorse a notation of such GuarantorNote Guarantee. The If an officer or Officer whose signature of any is on this Indenture or all of these Persons on the Note Guarantee may be manual or facsimile. A of a Note Guarantor no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note GuaranteeGuarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenturehereunder, shall constitute due delivery of the Note Guarantee endorsed thereon Guarantees set forth in this Indenture on behalf of the Note Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.

Execution and Delivery of Note Guarantees. The To evidence its Note Guarantees Guarantee set forth in Section 11.01, each Guarantor agrees that this Indenture 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 or director or another authorized Person) on behalf of such Guarantor by manual or facsimile signature. In case the Officer, board member or director of such Guarantor who shall have signed this Indenture shall cease to be endorsed on such Officer, board member or director before the Notes Note shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed this Indenture had not ceased to be such Officer, board member or director. The Each Guarantor agrees that except as otherwise provided in this Indenture its Note Guarantee set forth in Section 11.01 shall be executed remain in full force and effect and shall apply to all the Notes notwithstanding any failure to endorse on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the each Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenturehereunder, shall constitute due delivery of the any Note Guarantee endorsed thereon set forth in this Indenture on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any The failure to endorse a Note Guarantee on any Noteshall not affect or impair the validity thereof.

Execution and Delivery of Note Guarantees. The To evidence its Guarantee set forth in Section 10.1 hereof, each Note Guarantees to be endorsed on the Notes shall be Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached of Exhibit B hereto (as Exhibit C. Each modified to reflect Agreed Guarantee Principles to the extent contemplated by Section 4.15(b) hereof) or, in the case of a Note Guarantor hereby agrees to execute its organized under the laws of Canada or any province or territory thereof, a Canadian Note Guarantee, in the form attached hereto as Exhibit C, to shall be endorsed on by an officer of such Note Guarantor, which notation shall be applicable to each Note authenticated and delivered by the Trustee. The Note Guarantee , and that this Indenture shall be executed on behalf of the Company such Note Guarantor by two members any of its Officers. Each of the Management Board of Note Guarantors, jointly and severally, hereby agrees that its General Partner Guarantee set forth in Section 10.1 hereof shall remain in full force and on behalf of effect notwithstanding any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board failure to endorse a notation of such GuarantorNote Guarantee. The If an officer or Officer whose signature of any is on this Indenture or all of these Persons on the Note Guarantee may be manual or facsimile. A of a Note Guarantor no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note GuaranteeGuarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenturehereunder, shall constitute due delivery of the Note Guarantee endorsed thereon Guarantees set forth in this Indenture on behalf of the Note Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.

Execution and Delivery of Note Guarantees. The To evidence its Note Guarantees set forth in Section 11.01, Holdings agrees that this Indenture shall be signed on behalf of Holdings by an Officer of Holdings (or, if an Officer is not available, by a board member or director or another authorized Person) on behalf of Holdings by manual or facsimile signature. In case the Officer, board member or director of Holdings who shall have signed this Indenture shall cease to be endorsed on such Officer, board member or director before the Notes Note shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note have been authenticated and delivered by the Trustee. The , such Note Guarantee shall be executed on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee nevertheless may be manual or facsimile. A Note Guarantee bearing authenticated and delivered as though the manual or facsimile signature of individuals Person who were at any time the Responsible Officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or any of them have signed this Indenture had not ceased to hold be such offices prior Officer, board member or director. Holdings agrees that except as otherwise provided in this Indenture its Note Guarantees set forth in Section 11.01 shall remain in full force and effect and shall apply to all the authentication and delivery of the Notes notwithstanding any failure to endorse on each Note on which such Note Guarantee is endorsed or did not hold such offices at the date a notation of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenturehereunder, shall constitute due delivery of the Note Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its any Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any this Indenture on behalf of Holdings. The failure to endorse a Note Guarantee on any Noteshall not affect or impair the validity thereof.

Execution and Delivery of Note Guarantees. The Note Guarantees to be endorsed on the Notes shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note authenticated and delivered by the Trustee. The Note Guarantee shall be executed on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenture, shall constitute due delivery of the Note Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.

Execution and Delivery of Note Guarantees. The Note Guarantees to be endorsed on the Notes shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note authenticated and delivered by the Trustee. The Note Guarantee shall be executed on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenture, shall constitute due delivery of the Note Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.. -69-

Execution and Delivery of Note Guarantees. The To evidence its Note Guarantees to be endorsed on the Notes shall be Guarantee set forth in the form attached hereto as Exhibit C. Each Section 15.1, each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note authenticated and delivered by the Trustee. The Note Guarantee that this Agreement shall be executed on behalf of such Guarantor by any Officer and, to the extent not a party to this Agreement on the date hereof, each Person which becomes obligated to guarantee the Notes pursuant to the terms of Section 7.10 to execute and deliver to the Holders a supplemental agreement substantially in the form of Exhibit B hereto ("Supplemental Agreement"), pursuant to which such Person shall become a Guarantor under this Section 15 and shall guarantee the Obligations of the Company by two members under this Agreement and the Notes. Concurrently with the execution and delivery of such Supplemental Agreement, such Guarantor shall deliver to the Management Board Holders an opinion of its General Partner counsel that the foregoing have been duly authorized, executed and on behalf of any other Guarantor delivered by such Person or Persons duly authorized by the Board of Directors or Management Board Guarantor and that such Supplemental Agreement is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. The If an officer whose signature of any or all of these Persons is on this Agreement no longer holds that office at the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible Officers of a Guarantor shall bind such Guarantor, notwithstanding that such individuals or Company executes and delivers any of them have ceased Note with respect to hold such offices prior to the authentication and delivery of the Note on which such this Note Guarantee is endorsed or did not hold such offices at the date of such given, this Note GuaranteeGuarantee shall be valid nevertheless. The execution and delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenture, Company shall constitute due delivery of the Note Guarantee endorsed thereon set forth in this Agreement on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.

Execution and Delivery of Note Guarantees. The Note Guarantees to be endorsed on the Notes shall be in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to be endorsed on each Note authenticated and delivered by the Trustee. The Note Guarantee shall be executed on behalf of the Company by two members of the Management Board of its General Partner and on behalf of any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenture, shall constitute due delivery of the Note Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.50

Execution and Delivery of Note Guarantees. The To evidence its Guarantee set forth in Section 10.1 hereof, each Note Guarantees to be endorsed on the Notes shall be Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached of Exhibit B hereto (as Exhibit C. Each modified to reflect Agreed Guarantee Principles to the extent contemplated by Section 4.15) or, in the case of a Note Guarantor hereby agrees to execute its organized under the laws of Canada or any province or territory thereof, a Canadian Note Guarantee, in the form attached hereto as Exhibit C, to shall be endorsed on by an officer of such Note Guarantor, which notation shall be applicable to each Note authenticated and delivered by the Trustee. The Note Guarantee , and that this Indenture shall be executed on behalf of the Company such Note Guarantor by two members any of its Officers. Each of the Management Board of Note Guarantors, jointly and severally, hereby agrees that its General Partner Guarantee set forth in Section 10.1 hereof shall remain in full force and on behalf of effect notwithstanding any other Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board failure to endorse a notation of such GuarantorNote Guarantee. The If an officer or Officer whose signature of any is on this Indenture or all of these Persons on the Note Guarantee may be manual or facsimile. A of a Note Guarantor no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee bearing the manual or facsimile signature of individuals who were at any time the Responsible 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 Note on which such Note Guarantee is endorsed or did not hold such offices at the date of such Note GuaranteeGuarantor shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof in accordance with this Indenturehereunder, shall constitute due delivery of the Note Guarantee endorsed thereon Guarantees set forth in this Indenture on behalf of the Note Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse a Note Guarantee on any Note.

Execution and Delivery of Note Guarantees. The To evidence its Note Guarantees to be endorsed on the Notes shall be Guarantee set forth in Section 11.1, each Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit C. Each Guarantor hereby agrees to execute its Note Guarantee, in the form attached hereto as Exhibit C, to B shall be endorsed on each Stage I Note authenticated and delivered by the Stage I Trustee. The Such notation of Note Guarantee shall be executed signed on behalf of the Company such Guarantor by two members an officer of the Management Board of its General Partner and such Guarantor (or, if an officer is not available, by a board member, director or member, as applicable) on behalf of any other such Guarantor by such Person or Persons duly authorized by the Board of Directors or Management Board of such Guarantor. The signature of any or all of these Persons on the Note Guarantee may be manual or facsimile. A Note Guarantee bearing the manual or facsimile signature signature. In case the officer, board member or director or member of individuals such Guarantor who were at any time shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director or member before the Responsible 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 Stage I Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Stage I Trustee, such Stage I 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 or did not hold such offices at member. Each Guarantor agrees that its Note Guarantee set forth in Section 11.1 shall remain in full force and effect and apply to all the date Stage I Notes notwithstanding any failure to endorse on each Stage I Note a notation of such Note Guarantee. The delivery of any Stage I Note by the Stage I Trustee, after the authentication thereof in accordance with this Indenturehereunder, shall constitute due delivery of the any Note Guarantee endorsed thereon set forth in this Indenture on behalf of the Guarantors. Each of the Guarantors hereby jointly and severally agrees that its Note Guarantee set forth in Section 10.1 shall remain in full force and effect notwithstanding any The failure to endorse a Note Guarantee on any Noteshall not affect or impair the validity thereof.