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

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0111.01 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor the Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Guarantors agree that the Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby agrees Guarantors agree that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.87 82

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A-1 hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its President or one an Officer of its Vice Presidentsthe Subsidiary Guarantors and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby Guarantors agrees that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 10 will remain in full force and effect and apply to all the Notes, notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0110.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B (executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture and, to the extent required by the provisions hereof, the Security Documents, shall be executed on behalf of such Subsidiary Guarantor by its President or one an Officer of its Vice Presidentssuch Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0114.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture Agreement shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Holders a supplemental agreement substantially in the form of Exhibit F hereto (“Supplemental Agreement”), pursuant to which such Subsidiary shall become a Guarantor under this Section 14 and shall guarantee the Obligations of the Company under this Agreement and the Notes. Each Subsidiary Concurrently with the execution and delivery of such Supplemental Agreement, such Guarantor hereby agrees shall deliver to the Holders an opinion of counsel reasonably acceptable to the Purchasers that its the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Supplemental Agreement and the Notation of Subsidiary Guarantee set forth in Section 10.01 shall remain in full force on any Note with respect to which this Subsidiary Guarantee is given, is a valid and effect notwithstanding any failure to endorse on each Note a notation legally binding obligation of such Subsidiary GuaranteeGuarantor, enforceable against such Guarantor in accordance with its terms. If an Officer officer whose signature is on this Indenture Agreement or on the Subsidiary Guarantee a Supplemental Agreement no longer holds that office at the time the Trustee authenticates the Company executes and delivers any Note on with respect to which a this Subsidiary Guarantee is endorsedgiven, the this Subsidiary Guarantee shall be valid nevertheless. The execution and delivery of any Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture Agreement on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.01Guarantee, each Subsidiary that is required to become a Guarantor hereby agrees that to execute a notation of such Subsidiary Guarantee supplement to this Indenture, substantially in the form included in of Exhibit B shall be endorsed by an Officer of C hereto, and deliver it to the Trustee. Each such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that supplement to this Indenture shall be executed on behalf of such Subsidiary the applicable Guarantor by its President either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of its Vice Presidentssuch Guarantor who shall have been duly authorized to so execute by all requisite corporate action. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Each Subsidiary Guarantor of the Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Subsidiary Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or on the Subsidiary a Guarantee no longer holds that office at the time the Trustee authenticates the Note Security on which a Subsidiary such Guarantee is endorsedendorsed or at any time thereafter, the Subsidiary such Guarantor’s Guarantee of such Security shall nevertheless be valid nevertheless. valid, The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary any Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicableeach Guarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby agrees Guarantors agree that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0110.01 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B J hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor each of the Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents each of of the Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Guarantors agree that the Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article X will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A-1 hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents or Manager-Members, as applicable, of the Subsidiary Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby agrees Guarantors agree that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0111.01 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor the Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of its the Vice PresidentsPresidents of the Guarantors and attested to by an Officer. Each of the Guarantors agree that the Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. (a) To evidence its Subsidiary Guarantee set forth in Section 10.01this Supplemental Indenture, each Subsidiary the Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B C to the Indenture shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary after the date hereof. (b) Notwithstanding the foregoing, the Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 herein shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. . (c) If an Officer whose signature is on this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. . (d) The delivery of any Note by the Trustee, after the authentication thereof hereunderunder the Indenture, shall constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicableGuarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A-1 hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Debenture authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents or Manager-Members, as applicable, of the Subsidiary Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby agrees Guarantors agree that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 10 will remain in full force and effect and apply to all the Debentures notwithstanding any failure to endorse on each Note Debenture a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Debenture no longer holds that office at the time the Trustee authenticates the Note Debenture on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note Debenture by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0111.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit B E shall be endorsed by an Officer of such Subsidiary Guarantor or by its duly appointed attorney-in-fact on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents or by its duly appointed attorney-in-fact. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note Subsidiary a notation of such Subsidiary Guarantee. The execution of a Subsidiary Guarantee on behalf of a Guarantor by its attorney-in-fact shall constitute a representation and warranty on the part of such Guarantor hereunder of the due appointment of such attorney-in-fact. If an Officer or duly appointed attorney-in-fact whose signature is on this Indenture or on the a Subsidiary Guarantee no longer holds that office or maintains such appointment, as the case may be, at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date Guarantors and each of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicablethem.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0110.1, each Subsidiary Guarantor hereby agrees that this Agreement and a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture hereto shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Noteholders a Supplemental Agreement to this Agreement in the form of Exhibit E and a Subsidiary Guarantee in the form of Exhibit B hereto, pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Section 10 and shall guarantee the Obligations of the Company under this Agreement and the Notes. If an officer whose signature is on this Agreement or on a Subsidiary Guarantee or Supplemental Agreement no longer holds that office at the time the Company executes and delivers the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The execution and delivery of any Note by the Company shall constitute due delivery of the Subsidiary Guarantee set forth in this Agreement on behalf of the Guarantors. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.011401 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B A hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its Chairman of the Board, its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby of the Guarantors agrees that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 this Article Fourteen shall remain in full force and effect and apply to all of the Securities notwithstanding any failure to endorse on each Note Security a notation of such the Subsidiary GuaranteeGuarantees. If an Officer individual whose manual or facsimile signature is on this Indenture or a Security shall have ceased to hold such office prior to the authentication and delivery of the Security on which the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees endorsed thereon and set forth in this Indenture on behalf and shall bind each Guarantor notwithstanding the fact that a Subsidiary Guarantee does not bear the signature of such Guarantor. Each of the Guarantors hereby jointly and severally agrees that its form of Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Guarantee set forth in Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (1401 and in the form of Subsidiary Guarantee established pursuant to Exhibit C hereto) A shall remain in full force and effect notwithstanding any failure to this Indenture and endorse a Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicableGuarantee on any Security.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0114.01, each Subsidiary Guarantor hereby agrees that this Agreement and a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture E hereto shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor shall execute and deliver to the Noteholders a Subsidiary Guarantee in the form of Exhibit E hereto and a supplemental agreement substantially in the form of Exhibit F hereto, pursuant to which such Subsidiary shall become a Guarantor under this Section 14 and shall guarantee the Obligations of the Company under this Agreement and the Notes. If an officer whose signature is on this Agreement or on a Subsidiary Guarantee no longer holds that office at the time the Company executes and delivers the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The execution and delivery of any Note by the Company shall constitute due delivery of the Subsidiary Guarantee set forth in this Agreement on behalf of the Guarantors. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 14.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.011401, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B to the Sixth Supplemental Indenture shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note thereafter authenticated and delivered by the Trustee and Trustee, that a supplement to this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one duly authorized officer in accordance with Section 1010 hereof and that such Subsidiary Guarantor shall deliver to the Trustee the Opinion of its Vice PresidentsCounsel required by Section 1010 hereof. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer officer whose signature is on a supplement to this Indenture or on the notation of Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a notation of Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunderhereunder and whether upon original issue, registration of transfer, exchange or otherwise, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the each Person that is then a Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicableGuarantor.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.01, each Subsidiary Guarantor hereby agrees that This Indenture or a notation of such Subsidiary Guarantee substantially supplemental indenture in the form included in attached hereto as Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such each Subsidiary --------- Guarantor by its the Chairman of the Board, any Vice Chairman, the President or one of its the Vice PresidentsPresidents of such Subsidiary Guarantor. A notation of Subsidiary Guarantee may, but need not, be placed on each Note. Any such notation may, but need not, be executed by one or more Subsidiary Guarantors. Each of the Subsidiary Guarantor hereby Guarantors agrees that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 12 and in any supplemental indentures will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantees, and notwithstanding any failure of any Subsidiary Guarantor to execute such Subsidiary Guaranteenotation. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. 77 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture and in any supplemental indentures on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires , notwithstanding any new Subsidiaries subsequent failure to the date endorse a notation of this Indenturesuch Subsidiary Guarantees on such Note, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries and notwithstanding any failure of any Subsidiary Guarantor to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicablesuch notation.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0111.01 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor each of the Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of its the Vice PresidentsPresidents of each of the Guarantors. Notwithstanding the foregoing, in the event additional Subsidiary Guarantees are created pursuant to Section 4.18 hereof, any Notes issued prior to the existence of any such additional Subsidiary Guarantees need not be reissued by the Company to include the names of such additional Guarantors. Each of the Guarantors agree that the Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee Guarantees set forth in Section 10.01 11.01 hereof shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0110.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A-1 hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby agrees Guarantors agree that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 10 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0110.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B C (executed by the manual or facsimile signature of one of its Officers) shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture and, to the extent required by the provisions hereof, the Security Documents, shall be executed on behalf of such Subsidiary Guarantor by its President or one an Officer of its Vice Presidentssuch Guarantor. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence ----------------------------------------------- its Subsidiary Guarantee set forth in Section 10.0114.1, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture Agreement shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Presidents and, to the extent not a party to this Agreement on the date hereof, each Guarantor hereby agrees that its shall execute and deliver to the Holders a Subsidiary Guarantee set forth in the form of Exhibit C hereto and a --------- supplemental agreement substantially in the form of Exhibit D hereto, pursuant --------- to which such Subsidiary shall become a Guarantor under this Section 10.01 14 and shall remain in full force guarantee the Obligations of the Company under this Agreement and effect notwithstanding any failure to endorse on each Note a notation the Notes. Concurrently with the execution and delivery of such Subsidiary GuaranteeGuarantee and such supplemental agreement, such Guarantor shall deliver to the Holders an opinion of counsel reasonably acceptable to the Purchasers that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor's Subsidiary Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. If an Officer officer whose signature is on this Indenture Agreement or on the a Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates Company executes and delivers the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The execution and delivery of any Note by the Trustee, after the authentication thereof hereunder, Company shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture Agreement on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0111.01 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor the Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of its the Vice PresidentsPresidents of the Guarantors and attested to by an Officer other than the Officer executing this Indenture. Each of the Guarantors agree that the Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0111.1 hereof, each Subsidiary Guarantor hereby of the Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor the Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each Subsidiary Guarantor hereby of the Guarantors agrees that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 11 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.01, each Subsidiary Guarantor hereby agrees that This Indenture or a notation of such Subsidiary Guarantee substantially supplemental indenture in the form included in attached hereto as Exhibit B shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such each Subsidiary Guarantor by its the Chairman of the Board, any Vice Chairman, the President or one of its the Vice PresidentsPresidents of such Subsxxxxxx Xxxxxxxxx. X notation of Subsidiary Guarantee may, but need not, be placed on each Note. Any such notation may, but need not, be executed by one or more Subsidiary Guarantors. Each of the Subsidiary Guarantor hereby Guarantors agrees that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 12 and in any supplemental indentures will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantees, and notwithstanding any failure of any Subsidiary Guarantor to execute such Subsidiary Guaranteenotation. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture and in any supplemental indentures on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires , notwithstanding any new Subsidiaries subsequent failure to the date endorse a notation of this Indenturesuch Subsidiary Guarantees on such Note, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries and notwithstanding any failure of any Subsidiary Guarantor to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicablesuch notation.

Execution and Delivery of Subsidiary Guarantees. To evidence its the Subsidiary Guarantee Guarantees set forth in Section 10.0112.01 hereof, each of the Subsidiary Guarantor hereby Guarantors agrees that a notation of such the Subsidiary Guarantee Guarantees substantially in the form included in Exhibit B A hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such the Subsidiary Guarantor Guarantors by its the Chairman of the Board, any Vice Chairman, the President or one of the Vice Presidents of the Subsidiary Guarantors, under a facsimile of its Vice Presidentsseal reproduced on this Indenture and attested to by an Officer other than the Officer executing this Indenture. Each of the Subsidiary Guarantor hereby agrees Guarantors agree that its the Subsidiary Guarantee Guarantees set forth in Section 10.01 shall this Article 12 will remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such the Subsidiary GuaranteeGuarantees. If an Officer whose facsimile signature is on this Indenture or on the Subsidiary Guarantee a Note no longer holds that office at the time the Trustee authenticates the Note on which a the Subsidiary Guarantee is Guarantees are endorsed, the Subsidiary Guarantee Guarantees shall be valid nevertheless. 105 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0111.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit B E shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or President, one of its Vice PresidentsPresidents or Treasurer or Chief Financial Officer. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 4.19 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 4.19 hereof and this Article XXI, to the extent applicable.

Execution and Delivery of Subsidiary Guarantees. To evidence its Subsidiary Guarantee set forth in Section 10.0111.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in of Exhibit B C shall be endorsed by an Officer officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and Trustee, that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice PresidentsPresidents and attested to by an Officer and that such Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such Guarantor and that such Guarantor's Subsidiary Guarantee is a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors. In the event that the Company creates or acquires any new Subsidiaries subsequent to the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental indentures (in the form of Exhibit C hereto) to this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and this Article X, to the extent applicable.