Common use of Execution of Guarantee Clause in Contracts

Execution of Guarantee. To evidence the Note Guarantee to the Holders set forth in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Guarantee shall be signed on behalf of the Company by one of its authorized Officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the Company.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth in this Article IIINine, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer Officer who shall have signed the Note Guarantee shall cease to be such officer Officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer Officer of the Company.Company or the other Guarantor. ARTICLE TEN

Execution of Guarantee. To evidence the Note Guarantee specified in Section 10.01 to the Holders set forth in this Article IIINoteholders, the Company hereby agrees to execute this Indenture and the Note endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as EXHIBIT B, which shall Exhibit A recited to be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each Guarantee shall be signed on behalf of Company by two Officers of the Company (each of whom shall have been duly authorized by one of its authorized Officers all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such signatures upon the Note Guarantee Endorsement may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such Guarantee Endorsement. If an officer who shall have signed whose signature is on a Guarantee Endorsement no longer holds his office at the Note Guarantee shall cease to be such officer before time the Note on which such Note Guarantee Endorsement is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issueris authenticated, such Note nevertheless may Guarantee Endorsement shall be authenticated valid nevertheless. The Company shall execute the Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and delivered for any other issuance of Notes required or disposed of as though the Person who signed the Note Guarantee had not ceased permitted hereunder, including pursuant to be such officer of the CompanySection 2.06, 2.07 and 2.09.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth in this Article IIINine, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the their Note Guarantee to the Holders set forth Noteholders specified in this Article IIISection 11.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as of EXHIBIT BE, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Note Guarantee set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Each such Note Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Note Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the such Note Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders Securityholders set forth in this Article IIIEleven, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in the Securities, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note their Guarantee to the Holders set forth in this Article IIIEleven, the Company Subsidiary Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit E, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Subsidiary Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Subsidiary Guarantor by one of its two officers (who shall have been duly authorized Officers prior to the authentication of the Note on which it is endorsedby all requisite corporate actions), and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the CompanySubsidiary Guarantor. Such signatures signature upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the Company.Subsidiary Guarantor. ARTICLE TWELVE [INTENTIONALLY OMITTED] ARTICLE THIRTEEN

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders Securityholders set forth in this Article IIIEleven, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in the Securities, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerIssuers, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note their Guarantee to the Holders set forth specified in this Article IIISection 10.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Babove recited, which shall to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of Each such Note Guarantee. The Note Guarantee shall be signed executed on behalf of the Company by one Guarantors in a manner identical to that prescribed in Section 2.03 of its authorized Officers the Indenture relating to the execution, authentication, delivery and dating of such Securities prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the CompanyGuarantors. Such signatures upon The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security until the Note Guarantee may be by manual or facsimile signature certificate of authentication on such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed Security shall have been authenticated and delivered signed by the Trustee Trustee. The Issuer may elect in its sole discretion to cause any subsequent Subsidiary of the Company to fully and unconditionally guarantee the due and punctual payment of the Principal of, premium, if any, and interest on and any other amounts payable under the Securities, when and if the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon redemption, or disposed otherwise, by execution of by an indenture supplemental hereto that adds such Subsidiary as a subsequent Guarantor (each a "Subsequent Guarantor"); provided, however, that if a subsequent Subsidiary of the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer Company guarantees other Indebtedness of the Company, such subsequent Subsidiary will be required to be a Subsequent Guarantor. Anything herein to the contrary not withstanding, by the execution of a supplemental indenture by any Subsequent Guarantor and subject to Section 10.02 , the Guarantee of each such Guarantor in respect of such Securities shall be set forth in Section 10.01 and shall be effective for all purposes upon authentication of such Security by or on behalf of the Trustee, regardless of whether such authentication occurs prior to a Subsequent Guarantor's execution of the required supplemental indenture.

Execution of Guarantee. To evidence the Note Guarantee to the Holders set forth in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT BE, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Guarantee shall be signed on behalf of the Company by one of its authorized Officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the Company.

Execution of Guarantee. To evidence their guarantee to the Note Holders of Securities of each relevant series specified in Section 3.01 and 12.01, each Guarantor hereby agrees to execute a notation relating to the Guarantee on each such Security authenticated and made available for delivery by the Trustee. Each Guarantor agrees that execution of this Indenture shall evidence its Guarantee of the expenses of the Trustee specified in Section 12.01 and Section 6.06 and its Guarantee to the Holders set forth specified in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall be endorsed on each Note ordered to be authenticated and delivered by the TrusteeSection 12.01. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 12.01 shall remain in full force and effect notwithstanding whether or not any failure to endorse endorsement of the Guarantee is contained on each Note a notation of any Security. Each such Note Guarantee. The Note Guarantee shall be signed on behalf of each Guarantor by its Chairman of the Company Board, President or a Vice President, or an Officer of News Corporation authorized by one power of its authorized Officers attorney to act on behalf of such Guarantor prior to the authentication of the Note Security on which it is endorsed, and the being made available for delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature signatures of the present, past or any future such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered made available for delivery by the Trustee or disposed of by the IssuerNAI, such Note Security nevertheless may be authenticated and delivered made available for delivery or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To further evidence the Note its Guarantee to the Holders set forth in this Article IIIHolders, any Guarantor required to Guarantee the Company hereby agrees Series E Notes pursuant to Section 4.13 shall execute the Note endorsement of Guarantee in substantially the form attached hereto as EXHIBIT Bset forth in Exhibit A hereto, which endorsement shall be endorsed on delivered to each Note ordered Holder to be authenticated and delivered by the Trusteeattached to each Series E Note. The Company Each such Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 9.01 shall remain in full force and effect notwithstanding any failure to endorse on each Series E Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of each Guarantor by its chairman of the Company by board, its president or one of its authorized Officers vice presidents prior to the authentication of the Series E Note on which it is endorsed, and the delivery of such Series E Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures signature upon the Note Guarantee may be by manual or facsimile signature of such officers officer and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Series E Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Series E Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee to the Holders set forth Securityholders specified in this Article IIISection 12.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee notation of guarantee in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit A recited to be endorsed on each Senior Subordinated Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Note Guarantee. The Note Guarantee Each such notation of guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such notation of guarantee prior to the authentication of the Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guaranteenotation of guarantee, and in case any such officer who shall have signed the Note Guarantee notation of guarantee shall cease to be such officer before the Senior Subordinated Note on which such Note Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Senior Subordinated Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee notation of guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth in this Article IIIEleven, the Company Guarantors hereby agrees agree to execute the Note Guarantee Guarantees in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit F, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note GuaranteeGuarantees, and in case any such officer who shall have signed the Note Guarantee Guarantees shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee Guarantees had not ceased to be such officer of the Company.Guarantor

Execution of Guarantee. To evidence the Note its Guarantee to the Holders set forth in this Article IIINine, the Company Guarantor hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Guarantee shall be signed on behalf of the Company Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the CompanyGuarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the Company.Guarantor. ARTICLE TEN

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth in this Article IIITen, the Company hereby agrees each Guarantor which is required pursuant to Section 4.19 to execute the Note and deliver a supplemental indenture agree to execute at such time a Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit F, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby Each Guarantor agrees that the Note its Guarantee set forth in this Article III Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note GuaranteeGuarantees, and in case any such officer who shall have signed the Note Guarantee Guarantees shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee Guarantees had not ceased to be such officer of the CompanyGuarantor. SECTION 10.08.

Execution of Guarantee. To evidence the Note Guarantee its guarantee to the Holders set forth specified in this Article IIISection 12.01, the Company Bermuda Holdings hereby agrees to execute the Note notation of the Guarantee in substantially the form attached hereto as EXHIBIT B, which shall set forth in Exhibit D to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. The Company Bermuda Holdings hereby agrees that the Note its Guarantee set forth in this Article III Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Note Guarantee. The Note Each such notation of the Guarantee shall be signed on behalf of the Company Bermuda Holdings, by one of its any two duly authorized Officers officers, prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Note Guarantee on behalf of the CompanyBermuda Holdings. Such signatures upon the Note notation of the Guarantee may be by manual or facsimile signature signatures of such any present, past or future duly authorized officers and may be imprinted or otherwise reproduced on below the Note notation of the Guarantee, and in case any such authorized officer who shall have signed the Note notation of the Guarantee shall cease to be such duly authorized officer before the Senior Note on which such Note Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note notation of the Guarantee had not ceased to be such duly authorized officer of the CompanyBermuda Holdings.

Execution of Guarantee. To evidence the Note their Guarantee to the Holders set forth Noteholders specified in this Article IIISection 11.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee specified in Section 10.01 to the Holders set forth in this Article IIINoteholders, the Company hereby agrees to execute this Indenture and the Note endorsement on the Notes of a notation of such Guarantee (the "GUARANTEE ENDORSEMENT") in substantially the form of the Notes attached hereto as EXHIBIT B, which shall Exhibit A recited to be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each Guarantee shall be signed on behalf of Company by two Officers of the Company (each of whom shall have been duly authorized by one of its authorized Officers all requisite corporate actions) prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such signatures upon the Note Guarantee Endorsement may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such Guarantee Endorsement. If an officer who shall have signed whose signature is on a Guarantee Endorsement no longer holds his office at the Note Guarantee shall cease to be such officer before time the Note on which such Note Guarantee Endorsement is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issueris authenticated, such Note nevertheless may Guarantee Endorsement shall be authenticated valid nevertheless. The Company shall execute the Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and delivered for any other issuance of Notes required or disposed of as though the Person who signed the Note Guarantee had not ceased permitted hereunder, including pursuant to be such officer of the CompanySection 2.06, 2.07 and 2.09.

Execution of Guarantee. (i) To evidence the Note their Guarantee to the Holders set forth in this Article IIISection 2.9, the Company each Guarantor hereby agrees to execute the Note Guarantee in substantially the form shown in Exhibit A and Exhibit B attached hereto as EXHIBIT Bhereto, which shall be endorsed on each Note ordered to be authenticated and delivered by the TrusteeTrustee after the date such Guarantor becomes a Guarantor; provided, however, the Trustee may, in its sole discretion, require any Guarantor that delivers a supplemental indenture pursuant to this Section 2.9 to execute after the date of such supplemental indenture a Guarantee on any outstanding Note. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 2.9 shall remain in full force and effect notwithstanding any failure (A) to endorse on each Note a notation of such Note GuaranteeGuarantee or (B) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 2.9(i). The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by one of its authorized Officers officers prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth in this Article IIIX, the Company hereby agrees Guarantors shall by executing a Guarantor Supplemental Indenture agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT BExhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby agrees Each Guarantor shall by executing a Guarantor Supplemental Indenture agree that the Note its Guarantee set forth in this Article III X shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. (a) To evidence the Note their Guarantee to the Holders set forth in this Article IIIFourteen, the Company each Guarantor hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT BExhibit A, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the TrusteeTrustee after the date such Guarantor becomes a Guarantor; provided, however, the Trustee may, in its sole discretion, require any Guarantor that delivers a supplemental indenture pursuant to Section 4.08 to execute after the date of such supplemental indenture a Guarantee on any outstanding Security. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Fourteen shall remain in full force and effect notwithstanding any failure (i) to endorse on each Note Security a notation of such Note GuaranteeGuarantee or (ii) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 11.01. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by one of its authorized Officers prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth Securityholder specified in this Article IIISection 11.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit A recited to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Senior Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerPublishing, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee its guarantee to the Holders set forth specified in this Article IIISection 14.1, the Company Debenture Guarantor hereby agrees to execute the Note notation of the Guarantee in substantially the form attached hereto as EXHIBIT B, which shall set forth in Section 2.6 to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. The Company Debenture Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 14.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such notation of the Guarantee shall be signed on behalf of the Company Debenture Guarantor, by one of its authorized Officers a director or officer, prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Note Guarantee on behalf of the CompanyDebenture Guarantor. Such signatures signature upon the Note notation of the Guarantee may be by a manual or facsimile signature of any present, past or future such officers director or officer and may be imprinted or otherwise reproduced on below the Note notation of the Guarantee, and in case any such director or officer who shall have signed the Note notation of the Guarantee shall cease to be such director or officer before the Note Security on which such Note Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerBank, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note notation of the Guarantee had not ceased to be such director or officer of the CompanyDebenture Guarantor.

Execution of Guarantee. To evidence the Note their Guarantee to the Holders set forth specified in this Article IIISection 10.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Babove recited, which shall to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. The Company hereby agrees that the Note Guarantee set forth in this Article III shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of Each such Note Guarantee. The Note Guarantee shall be signed executed on behalf of the Company by one Guarantors in a manner identical to that prescribed in Section 2.03 of its authorized Officers the Indenture relating to the execution, authentication, delivery and dating of such Securities prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the CompanyGuarantors. Such signatures upon The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security until the Note Guarantee may be by manual or facsimile signature certificate of authentication on such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed Security shall have been authenticated and delivered signed by the Trustee or disposed of by the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased Trustee. The Issuer mmay elect in its sole discretion to be such officer cause any subsequent Subsidiary of the CompanyIssuer to fully and unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on and any other amounts payable under the Securities, when and if the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon redemption, or otherwise, by execution of an indenture supplemental hereto that adds such Subsidiary as a subsequent Guarantor (each a "Subsequent Guarantor"). Anything herein to the contrary notwithstanding, by execution of a supplemental indenture by any Subsequent Guarantor and subject to Section 10.02, the Guarantee of each Guarantor in respect of such Securities shall be set forth in Section 10.01 and shall be effective for all purposes upon authentication of such Security by or on behalf of the Trustee, regardless of whether such authentication occurs prior to a Subsequent Guarantor's execution of the required supplemental indenture.

Execution of Guarantee. (a) To evidence the Note their Guarantee to the Holders set forth in this Article IIIFourteen, the Company each Guarantor hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT BExhibit A, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the TrusteeTrustee after the date such Guarantor becomes a Guarantor; provided, however, the Trustee may, in its sole discretion, require any Guarantor that delivers a supplemental indenture pursuant to Section 4.07 to execute after the date of such supplemental indenture a Guarantee on any outstanding Security. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Fourteen shall remain in full force and effect notwithstanding any failure (i) to endorse on each Note Security a notation of such Note GuaranteeGuarantee or (ii) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 11.01. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by one of its authorized Officers prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence their guarantee to the Note Holders of Securities of each relevant series specified in Section 3.01 and 12.01, each Guarantor hereby agrees to execute a notation relating to the Guarantee on each such Security authenticated, which such form shall be attached to the Officer’s Certificate of such Guarantor delivered pursuant to Section 3.01 relating to such Guarantee, and made available for delivery by the Trustee. Each Guarantor agrees that execution of this Indenture shall evidence its Guarantee of the expenses of the Trustee specified in Section 12.01 and Section 6.06 and its Guarantee to the Holders set forth specified in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall be endorsed on each Note ordered to be authenticated and delivered by the TrusteeSection 12.01. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 12.01 shall remain in full force and effect notwithstanding whether or not any failure to endorse endorsement of the Guarantee is contained on each Note a notation of any Security. Each such Note Guarantee. The Note Guarantee shall be signed on behalf of each Guarantor by its Chairman of the Company by one Board, a President or a Vice President, or an Officer of its the Parent Guarantor authorized Officers to act on behalf of such Guarantor prior to the authentication of the Note Security on which it is endorsed, and the being made available for delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature signatures of the present, past or any future such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered made available for delivery by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered made available for delivery or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the Companysuch Guarantor.

Execution of Guarantee. To evidence the Note Guarantee its guarantee to ---------------------- the Holders set forth specified in this Article IIISection 12.1, the Company Bermuda Holdings hereby agrees to execute the Note notation of the Guarantee in substantially the form attached hereto as EXHIBIT B, which shall set forth in Exhibit D to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. The Company Bermuda Holdings hereby agrees that the Note its Guarantee set forth in this Article III Section 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Note Guarantee. The Note Each such notation of the Guarantee shall be signed on behalf of the Company Bermuda Holdings, by one of its any two duly authorized Officers officers, prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Note Guarantee on behalf of the CompanyBermuda Holdings. Such signatures upon the Note notation of the Guarantee may be by manual or facsimile signature signatures of such any present, past or future duly authorized officers and may be imprinted or otherwise reproduced on below the Note notation of the Guarantee, and in case any such authorized officer who shall have signed the Note notation of the Guarantee shall cease to be such duly authorized officer before the Senior Note on which such Note Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note notation of the Guarantee had not ceased to be such duly authorized officer of the CompanyBermuda Holdings.

Execution of Guarantee. To evidence the Note Guarantee its guarantee to the Holders set forth specified in this Article IIISection 1401, the Company hereby agrees to execute the Note notation of the Guarantee in substantially the form attached hereto as EXHIBIT B, which shall set forth in Section 204 to be endorsed on each Note ordered to be Security authenticated and delivered by the Trustee. The Company hereby agrees that the Note its Guarantee set forth in this Article III Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note the Guarantee. The Note Each such notation of the Guarantee shall be signed on behalf of the Company Company, by one of its authorized Officers a Director or any Authorized Officer, prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Note Guarantee on behalf of the Company. Such signatures upon the Note notation of the Guarantee may be by manual or facsimile signature signatures of any present, past or future such officers Director or Authorized Officers and may be imprinted or otherwise reproduced on below the Note notation of the Guarantee, and in case any such officer Director or Authorized Officer who shall have signed the Note notation of the Guarantee shall cease to be such officer Director or Authorized Officer before the Note Security on which such Note Guarantee notation is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note notation of the Guarantee had not ceased to be such officer Director or Authorized Officer of the Company. This Indenture may be simultaneously executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth in this Article IIINine, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT Bincluded in Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the Company.Guarantor. ARTICLE TEN AMENDMENTS, SUPPLEMENTS AND WAIVERS

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders Securityholders set forth in this Article IIIEleven, the Company Subsidiary Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT included in Exhibit A and Exhibit B, which shall be endorsed on each Note Security ordered to be authenticated and delivered by the Trustee. The Company Each Subsidiary Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Subsidiary Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note Security on which it is endorsed, and the delivery of such Note Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Subsidiary Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note Security on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanySubsidiary Guarantor.

Execution of Guarantee. To evidence the Note Guarantee to the Holders set forth Securityholders specified in this Article IIISection 12.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee notation of guarantee in substantially the form attached hereto as of EXHIBIT B, which shall A recited to be endorsed on each Senior Subordinated Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Note Guarantee. The Note Guarantee Each such notation of guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such notation of guarantee prior to the authentication of the Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note on which it is endorsed, and the delivery of such Senior Subordinated Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guaranteenotation of guarantee, and in case any such officer who shall have signed the Note Guarantee notation of guarantee shall cease to be such officer before the Senior Subordinated Note on which such Note Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Senior Subordinated Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee notation of guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee to the Holders set forth Securityholders specified in this Article IIISection 12.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee notation of guarantee in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit A recited to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Note Guarantee. The Note Guarantee Each such notation of guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such notation of guarantee prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guaranteenotation of guarantee, and in case any such officer who shall have signed the Note Guarantee notation of guarantee shall cease to be such officer before the Senior Note on which such Note Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee notation of guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note their Guarantee to the Holders set forth Noteholders specified in this Article IIISection 11.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as of EXHIBIT B, which shall A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee to the Holders set forth Securityholders specified in this Article IIISection 11.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee notation of guarantee in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit A recited to be endorsed on each Senior Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Note Guarantee. The Note Guarantee Each such notation of guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such notation of guarantee prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee notation of guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guaranteenotation of guarantee, and in case any such officer who shall have signed the Note Guarantee notation of guarantee shall cease to be such officer before the Senior Note on which such Note Guarantee notation of guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerPublishing, such Senior Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Note Guarantee notation of guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth Holder of Notes specified in this Article IIISection 11.01, the Company Guarantors hereby agrees agree to execute the Note Guarantee Subsidiary Guarantees in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit A recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note Guarantee Subsidiary Guarantees set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantees. Each such Note Guarantee. The Note Subsidiary Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Subsidiary Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Subsidiary Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee Subsidiary Guarantees may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note GuaranteeSubsidiary Guarantees, and in case any such officer who shall have signed the Note Guarantee Subsidiary Guarantees shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee Subsidiary Guarantees had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note Guarantee their guarantee to the Holders set forth Noteholders specified in this Article IIISection 10.1, the Company Guarantors hereby agrees agree to execute the Note Guarantee in substantially the form attached hereto as EXHIBIT B, which shall of Exhibit C-1 recited to be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note its Guarantee set forth in this Article III Section 10.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. The Note Each such Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Guarantee, and in case any such officer who shall have signed the Note Guarantee shall cease to be such officer before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee had not ceased to be such officer of the CompanyGuarantor.

Execution of Guarantee. To evidence the Note its Guarantee to the Holders Noteholders set forth in this Article IIITen, the Company hereby agrees to each Subsidiary Guarantor will execute the Note Subsidiary Guarantee in substantially the form attached hereto to this Indenture as EXHIBIT BExhibit C, which shall be --------- endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company hereby Each Subsidiary Guarantor agrees that the Note Subsidiary Guarantee set forth in this Article III Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note the Subsidiary Guarantee. The Note Subsidiary Guarantee shall be signed on behalf of the Company each Subsidiary Guarantor by one Officer of its such Subsidiary Guarantor (each of whom shall, in each case, have been duly authorized Officers prior to the authentication of the Note on which it is endorsedby all requisite corporate actions), and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Subsidiary Guarantee on behalf of the Companysuch Subsidiary Guarantor. Such signatures upon the Note Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the Note Subsidiary Guarantee, and in case any such officer Officer who shall have signed the Note Subsidiary Guarantee shall cease to be such officer before the Note on which such Note the Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Subsidiary Guarantee had not ceased to be such officer Officer of the Companysuch Subsidiary Guarantor.

Execution of Guarantee. To evidence the Note its Subsidiary Guarantee to the Holders Holder of Notes specified in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee in the form set forth in this Article III, the Company hereby agrees to execute the Note Guarantee in substantially the form attached Exhibit A-1 hereto as EXHIBIT B, which shall be endorsed on each Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Note Guarantee Subsidiary Guarantees set forth in this Article III Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantees. Each such Note Guarantee. The Note Subsidiary Guarantee shall be signed on behalf of the Company each Guarantor by two Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of its whom shall, in each case, have been duly authorized Officers by all requisite corporate actions) shall attest to such Subsidiary Guarantee prior to the authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note such Subsidiary Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Note Guarantee Subsidiary Guarantees may be by manual or facsimile signature of such officers Officers and may be imprinted or otherwise reproduced on the Note GuaranteeSubsidiary Guarantees, and in case any such officer Officer who shall have signed the Note Guarantee Subsidiary Guarantees shall cease to be such officer Officer before the Note on which such Note Subsidiary Guarantee is endorsed shall have been authenticated and delivered by the Trustee or 72 disposed of by the IssuerCompany, such Note nevertheless may be authenticated and delivered or disposed of as though the Person person who signed the Note Guarantee Subsidiary Guarantees had not ceased to be such officer Officer of the CompanyGuarantor.