Common use of Execution of Guarantee Clause in Contracts

Execution of Guarantee. To evidence the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the 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 Guarantee. Each Guarantee shall be signed on behalf of Company by two Officers of the Company (each of whom shall have been duly authorized by 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 Guarantee on behalf of the Company. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at the time the Note on which such Guarantee Endorsement is endorsed is authenticated, such Guarantee Endorsement shall be valid nevertheless. The Company shall execute the Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09.

Execution of Guarantee. To evidence their guarantee to the Holders set forth in this Article Nine, the Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited 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 Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such Officer who shall have signed the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at shall cease to be such Officer before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such Officer of the foregoing manner for Company or the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their Note Guarantee to the Guarantee Noteholders specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Note Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to EXHIBIT E, which shall be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Note 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 Note Guarantee. Each such Note Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 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 officer who shall have signed the Note Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Note Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the Note Guarantee Endorsement shall had not ceased to be valid nevertheless. The Company shall execute such officer of the Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their Guarantee to the Guarantee Holders specified in Section 10.01 to the Noteholders10.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited above recited, to be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the 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 Each such Guarantee. Each Guarantee shall be signed executed on behalf of Company by two Officers the Guarantors in a manner identical to that prescribed in Section 2.03 of the Company (each Indenture relating to the execution, authentication, delivery and dating of whom shall have been duly authorized by all requisite corporate actions) 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 such Guarantee on behalf of the Guarantors. The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the 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 otherwise, by execution of 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 Company guarantees other Indebtedness of the Company, such subsequent Subsidiary will be required to be a Subsequent Guarantor. Such signatures upon 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 Endorsement may be by manual or facsimile signature of each such Guarantor in respect of such Officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at the time the Note on which such Guarantee Endorsement is endorsed is authenticated, such Guarantee Endorsement Securities shall be valid nevertheless. The Company set forth in Section 10.01 and shall execute be effective for all purposes upon authentication of such Security by or on behalf of the Guarantee Endorsement in Trustee, regardless of whether such authentication occurs prior to a Subsequent Guarantor's execution of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09supplemental indenture.

Execution of Guarantee. To evidence their guarantee to the Guarantee Holders of Securities of each relevant series specified in Section 10.01 to the Noteholders3.01 and 12.01, the Company each Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such relating to the Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each such Security ordered to be authenticated and delivered made available for delivery by the Trustee. The Company 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 specified in Section 12.01. Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 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 such Guaranteeany Security. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers its Chairman of the Company (each Board, President or a Vice President, or an Officer of whom shall have been duly News Corporation authorized by all requisite corporate actions) power of 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature signatures of the present, past or any future such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and made available for delivery by the Trustee or disposed of by NAI, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and made available for delivery or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their guarantee to the Securityholders set forth in this Article Eleven, the Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of included in the Notes attached hereto as Exhibit A recited to Securities, which shall be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Issuers, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their guarantee to the Holders set forth in this Article Nine, the Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited 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 Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their Guarantee to the Guarantee Noteholders specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit EXHIBIT A recited to be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its 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 Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their guarantee to the Guarantee Holder of Notes specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") Subsidiary Guarantees in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Guarantee Subsidiary Guarantees 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 Guaranteethe Subsidiary Guarantees. Each such Subsidiary Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Subsidiary Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement Subsidiary Guarantees may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an Subsidiary Guarantees, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time Subsidiary Guarantees shall cease to be such officer before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in person who signed the foregoing manner for Subsidiary Guarantees had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their guarantee to the Holders set forth in this Article Nine, the Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited 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 Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such Officer who shall have signed the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at shall cease to be such Officer before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such Officer of the foregoing manner for Company or the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09.Guarantor. ARTICLE TEN

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

Execution of Guarantee. To evidence its Subsidiary Guarantee to the Guarantee Holder of Notes specified in Section 10.01 to the Noteholders11.01, the Company each Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of that a notation of such Subsidiary Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached set forth in Exhibit A-1 hereto as Exhibit A recited to shall be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the Guarantee Subsidiary Guarantees 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 Guaranteethe Subsidiary Guarantees. Each such Subsidiary Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Subsidiary Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement Subsidiary Guarantees may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at Subsidiary Guarantees, and in case any such Officer who shall have signed the time Subsidiary Guarantees shall cease to be such Officer before the Note on which such Subsidiary Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or 72 disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in person who signed the foregoing manner for Subsidiary Guarantees had not ceased to be such Officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. (i) To evidence the their Guarantee specified in Section 10.01 to the NoteholdersHolders set forth in this Section 2.9, the Company each Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as shown in Exhibit A recited to and Exhibit B attached hereto, which shall be endorsed on each Security 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 its Guarantee set forth in this Section 10.01 2.9 shall remain in full force and effect notwithstanding any failure (A) to endorse on each Note a notation of such 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). Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers one of the Company (each of whom shall have been duly its authorized by all requisite corporate actions) 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner Guarantor. (ii) Any supplemental indenture entered into and delivered pursuant to this Section 2.9 shall provide such Guarantor's address for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including notice pursuant to Section 2.06, 2.07 and 2.0911.4 of the Indenture.

Execution of Guarantee. To evidence their guarantee to the Holders set forth in this Article X, the Guarantors shall by executing a Guarantor Supplemental Indenture agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to C, which shall be endorsed on each Security 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 its Guarantee set forth in Section 10.01 this Article X shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee to the Securityholders specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") guarantee in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Senior Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each Guarantee such notation of guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement notation of guarantee may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an notation of guarantee, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time notation of guarantee shall cease to be such officer before the Senior Note on which such Guarantee Endorsement notation of guarantee is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by Publishing, such Guarantee Endorsement shall Senior Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in Person who signed the foregoing manner for notation of guarantee had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the its Guarantee specified in Section 10.01 to the NoteholdersHolders set forth in this Article Nine, the Company Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited 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 Security ordered to be authenticated and delivered by the Trustee. The Company Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each The Guarantee shall be signed on behalf of Company the Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the CompanyGuarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09.Guarantor. ARTICLE TEN

Execution of Guarantee. To evidence its guarantee to ---------------------- the Guarantee Holders specified in Section 10.01 to the Noteholders12.1, the Company Bermuda Holdings hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such the Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as set forth in Exhibit A recited D to be endorsed on each Security ordered to be Senior Note authenticated and delivered by the Trustee. The Company Bermuda Holdings hereby agrees that the its Guarantee set forth in Section 10.01 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such notation of the Guarantee shall be signed on behalf of Company Bermuda Holdings, by any two Officers of the Company (each of whom shall have been duly authorized by all requisite corporate actions) 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 Guarantee on behalf of the CompanyBermuda Holdings. Such signatures upon the notation of the Guarantee Endorsement may be by manual or facsimile signature signatures of such Officers any present, past or future duly authorized officers and may be imprinted or otherwise reproduced on below the notation of the Guarantee, and in case any such authorized officer who shall have signed the notation of the Guarantee Endorsement. If an shall cease to be such duly authorized officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Senior Note on which such Guarantee Endorsement notation is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Guarantee Endorsement shall Senior Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the notation of the Guarantee Endorsement in the foregoing manner for the initial issuance had not ceased to be such duly authorized officer of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Bermuda Holdings.

Execution of Guarantee. (a) To evidence the their Guarantee specified in Section 10.01 to the NoteholdersHolders set forth in this Article Fourteen, the Company each Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to A, which shall be endorsed on each 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 its Guarantee set forth in Section 10.01 this Article Fourteen shall remain in full force and effect notwithstanding any failure (i) to endorse on each Note Security a notation of such GuaranteeGuarantee or (ii) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 11.01. Each such Guarantee shall be signed on behalf of Company each Guarantor by two one of its authorized Officers of the Company (each of whom shall have been duly authorized by all requisite corporate actions) 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder Guarantor. (b) Any supplemental indenture entered into and for any other issuance of Notes required or permitted hereunder, including delivered pursuant to Section 2.06, 2.07 and 2.094.07 shall provide such Guarantor’s address for notice pursuant to Section 16.03.

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

Execution of Guarantee. To evidence their guarantee to the Guarantee Holders of Securities of each relevant series specified in Section 10.01 to the Noteholders3.01 and 12.01, the Company each Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation relating to the Guarantee on each such Security authenticated, which such form shall be attached to the Officer’s Certificate of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited Guarantor delivered pursuant to be endorsed on each Security ordered Section 3.01 relating to be authenticated such Guarantee, and delivered made available for delivery by the Trustee. The Company 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 specified in Section 12.01. Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 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 such Guaranteeany Security. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers its Chairman of the Company (each Board, a President or a Vice President, or an Officer of whom shall have been duly the Parent Guarantor authorized by all requisite corporate actions) 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature signatures of the present, past or any future such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and made available for delivery by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and made available for delivery or disposed of as though the person who signed the Guarantee Endorsement in the foregoing manner for the initial issuance had not ceased to be such officer of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09such Guarantor.

Execution of Guarantee. (a) To evidence the their Guarantee specified in Section 10.01 to the NoteholdersHolders set forth in this Article Fourteen, the Company each Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to A, which shall be endorsed on each 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 its Guarantee set forth in Section 10.01 this Article Fourteen shall remain in full force and effect notwithstanding any failure (i) to endorse on each Note Security a notation of such GuaranteeGuarantee or (ii) to confirm that its obligations under the Guarantee shall survive any consolidation, merger, sale or conveyance pursuant to Section 11.01. Each such Guarantee shall be signed on behalf of Company each Guarantor by two one of its authorized Officers of the Company (each of whom shall have been duly authorized by all requisite corporate actions) 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder Guarantor. (b) Any supplemental indenture entered into and for any other issuance of Notes required or permitted hereunder, including delivered pursuant to Section 2.06, 2.07 and 2.094.08 shall provide such Guarantor's address for notice pursuant to Section 15.03.

Execution of Guarantee. To further evidence the its Guarantee specified in Section 10.01 to the NoteholdersHolders, any Guarantor required to Guarantee the Company hereby agrees Series E Notes pursuant to Section 4.13 shall execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as set forth in Exhibit A recited hereto, which endorsement shall be delivered to each Holder to be endorsed on attached to each Security ordered to be authenticated and delivered by the TrusteeSeries E Note. The Company Each such Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 9.01 shall remain in full force and effect notwithstanding any failure to endorse on each Series E Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers its chairman of the Company (each board, its president or one of whom shall have been duly authorized by all requisite corporate actions) its 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures signature upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Series E Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Series E Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee specified in Section 10.01 their guarantee to the NoteholdersHolders set forth in this Article Eleven, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") Guarantees in substantially the form of the Notes attached hereto as included in Exhibit A recited to and Exhibit B, which shall be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement Guarantees may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an Guarantees, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time Guarantees shall cease to be such officer before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in person who signed the foregoing manner for Guarantees had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee to the Securityholders specified in Section 10.01 to the Noteholders12.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") guarantee in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Senior Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each Guarantee such notation of guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement notation of guarantee may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an notation of guarantee, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time notation of guarantee shall cease to be such officer before the Senior Note on which such Guarantee Endorsement notation of guarantee is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Senior Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in Person who signed the foregoing manner for notation of guarantee had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their Guarantee to the Guarantee Holders specified in Section 10.01 to the Noteholders10.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited above recited, to be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the 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 Each such Guarantee. Each Guarantee shall be signed executed on behalf of Company by two Officers the Guarantors in a manner identical to that prescribed in Section 2.03 of the Company (each Indenture relating to the execution, authentication, delivery and dating of whom shall have been duly authorized by all requisite corporate actions) 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 such Guarantee on behalf of the CompanyGuarantors. Such signatures The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by the Trustee. The Issuer mmay elect in its sole discretion to cause any subsequent Subsidiary of the Issuer 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 Endorsement may be by manual or facsimile signature of each Guarantor in respect of such Officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at the time the Note on which such Guarantee Endorsement is endorsed is authenticated, such Guarantee Endorsement Securities shall be valid nevertheless. The Company set forth in Section 10.01 and shall execute be effective for all purposes upon authentication of such Security by or on behalf of the Guarantee Endorsement in Trustee, regardless of whether such authentication occurs prior to a Subsequent Guarantor's execution of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09supplemental indenture.

Execution of Guarantee. To evidence its guarantee to the Guarantee Holders specified in Section 10.01 to the Noteholders1401, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such the Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited set forth in Section 204 to be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the its Guarantee set forth in Section 10.01 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such the Guarantee. Each such notation of the Guarantee shall be signed on behalf of Company the Company, by two Officers of the Company (each of whom shall have been duly authorized by all requisite corporate actions) 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 Guarantee on behalf of the Company. Such signatures upon the notation of the Guarantee Endorsement may be by manual or facsimile signature signatures of any present, past or future such Director or Authorized Officers and may be imprinted or otherwise reproduced on below the notation of the Guarantee, and in case any such Director or Authorized Officer who shall have signed the notation of the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at shall cease to be such Director or Authorized Officer before the time the Note Security on which such Guarantee Endorsement notation is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the notation of the Guarantee Endorsement had not ceased to be such 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 valid nevertheless. The Company deemed to be an original, and such counterparts shall execute together constitute but one and the Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09same instrument.

Execution of Guarantee. To evidence their guarantee to the Holders set forth in this Article Nine, the Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited 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 Security ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunderGuarantor. ARTICLE TEN AMENDMENTS, including pursuant to Section 2.06, 2.07 and 2.09.SUPPLEMENTS AND WAIVERS

Execution of Guarantee. To evidence their guarantee to the Guarantee Securityholder specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Senior Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Senior Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by Publishing, such Guarantee Endorsement shall Senior Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee to the Securityholders specified in Section 10.01 to the Noteholders12.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") guarantee in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Senior Subordinated Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Guarantee. Each Guarantee such notation of guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement notation of guarantee may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an notation of guarantee, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time notation of guarantee shall cease to be such officer before the Senior Subordinated Note on which such Guarantee Endorsement notation of guarantee is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Senior Subordinated Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in Person who signed the foregoing manner for notation of guarantee had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee specified in Section 10.01 their guarantee to the NoteholdersHolders set forth in this Article Eleven, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") Guarantees in substantially the form of the Notes attached hereto as included in Exhibit A recited to F, which shall be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement Guarantees may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an Guarantees, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time Guarantees shall cease to be such officer before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in person who signed the foregoing manner for Guarantees had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09.Guarantor

Execution of Guarantee. To evidence the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee EndorsementGUARANTEE ENDORSEMENT") in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company hereby agrees that the 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 Guarantee. Each Guarantee shall be signed on behalf of Company by two Officers of the Company (each of whom shall have been duly authorized by 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 Guarantee on behalf of the Company. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at the time the Note on which such Guarantee Endorsement is endorsed is authenticated, such Guarantee Endorsement shall be valid nevertheless. The Company shall execute the Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09.

Execution of Guarantee. To evidence their guarantee to the Securityholders set forth in this Article Eleven, the Subsidiary Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited to A, which shall be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company Each Subsidiary Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Subsidiary Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Subsidiary Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Subsidiary Guarantor.

Execution of Guarantee. To evidence their Guarantee to the Guarantee Noteholders specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its 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 Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee specified in Section 10.01 their guarantee to the NoteholdersHolders set forth in this Article Ten, the Company hereby agrees each Guarantor which is required pursuant to Section 4.19 to execute this Indenture and the endorsement on the Notes of deliver a notation of supplemental indenture agree to execute at such time a Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited to F, which shall be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company hereby Each Guarantor agrees that the its Guarantee set forth in Section 10.01 this Article Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement Guarantees may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an Guarantees, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time Guarantees shall cease to be such officer before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in person who signed the foregoing manner for Guarantees had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence their guarantee to the Guarantee Noteholders specified in Section 10.01 to the Noteholders10.1, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A C-1 recited to be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its 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 Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee to the Securityholders specified in Section 10.01 to the Noteholders12.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") guarantee in substantially the form of the Notes attached hereto as Exhibit EXHIBIT A recited to be endorsed on each Security Senior Subordinated Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Subordinated Note a notation of such Guarantee. Each Guarantee such notation of guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 Guarantee such notation of guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement notation of guarantee may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee Endorsement. If an notation of guarantee, and in case any such officer whose signature is on a Guarantee Endorsement no longer holds his office at who shall have signed the time notation of guarantee shall cease to be such officer before the Senior Subordinated Note on which such Guarantee Endorsement notation of guarantee is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Senior Subordinated Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the Guarantee Endorsement in Person who signed the foregoing manner for notation of guarantee had not ceased to be such officer of the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence its guarantee to the Guarantee Holders specified in Section 10.01 to the Noteholders12.01, the Company Bermuda Holdings hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such the Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as set forth in Exhibit A recited D to be endorsed on each Security ordered to be Senior Note authenticated and delivered by the Trustee. The Company Bermuda Holdings hereby agrees that the its Guarantee set forth in Section 10.01 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each Senior Note a notation of such Guarantee. Each such notation of the Guarantee shall be signed on behalf of Company Bermuda Holdings, by any two Officers of the Company (each of whom shall have been duly authorized by all requisite corporate actions) 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 Guarantee on behalf of the CompanyBermuda Holdings. Such signatures upon the notation of the Guarantee Endorsement may be by manual or facsimile signature signatures of such Officers any present, past or future duly authorized officers and may be imprinted or otherwise reproduced on below the notation of the Guarantee, and in case any such authorized officer who shall have signed the notation of the Guarantee Endorsement. If an shall cease to be such duly authorized officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Senior Note on which such Guarantee Endorsement notation is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Guarantee Endorsement shall Senior Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the notation of the Guarantee Endorsement in the foregoing manner for the initial issuance had not ceased to be such duly authorized officer of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Bermuda Holdings.

Execution of Guarantee. To evidence their guarantee to the Securityholders set forth in this Article Eleven, the Subsidiary Guarantors hereby agree to execute the Guarantee specified in Section 10.01 to the Noteholders, the Company hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as included in Exhibit A recited to and Exhibit B, which shall be endorsed on each Security ordered to be authenticated and delivered by the Trustee. The Company Each Subsidiary Guarantor hereby agrees that the its Guarantee set forth in Section 10.01 this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note Security a notation of such Guarantee. Each such Guarantee shall be signed on behalf of Company each Subsidiary Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Subsidiary Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at before the time the Note Security on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Security nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Subsidiary Guarantor.

Execution of Guarantee. To evidence their guarantee to the Guarantee Noteholders specified in Section 10.01 to the Noteholders11.01, the Company Guarantors hereby agrees agree to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") in substantially the form of the Notes attached hereto as Exhibit A recited to be endorsed on each Security Note ordered to be authenticated and delivered by the Trustee. The Company Each Guarantor hereby agrees that the its 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 Guarantee. Each such Guarantee shall be signed on behalf of Company each Guarantor by two Officers of the Company Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall shall, in each case, have been duly authorized 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 such Guarantee on behalf of the Companysuch Guarantor. Such signatures upon the Guarantee Endorsement may be by manual or facsimile signature of such Officers officers and may be imprinted or otherwise reproduced on the Guarantee, and in case any such officer who shall have signed the Guarantee Endorsement. If an shall cease to be such officer whose signature is on a Guarantee Endorsement no longer holds his office at the time before the Note on which such Guarantee Endorsement is endorsed is authenticatedshall have been authenticated and delivered by the Trustee or disposed of by the Company, such Guarantee Endorsement shall Note nevertheless may be valid nevertheless. The Company shall execute authenticated and delivered or disposed of as though the person who signed the Guarantee Endorsement in had not ceased to be such officer of the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted hereunder, including pursuant to Section 2.06, 2.07 and 2.09Guarantor.

Execution of Guarantee. To evidence the Guarantee its guarantee specified in Section 10.01 this Article XIV to the NoteholdersHolders of any Security of any series, the Company Guarantor hereby agrees to execute this Indenture and the endorsement on the Notes of a notation of such Guarantee (the "Guarantee Endorsement") Guarantee, in substantially the form of the Notes attached hereto set forth in Section 14.6 (except as Exhibit A recited otherwise permitted by Section 2.5) to be endorsed on each Security ordered to be of such series authenticated and delivered by the Trustee. Such Guarantee shall be executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. The Company hereby agrees signature of any of these officers on the Securities may be manual or facsimile. A Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation or did not hold such offices at the date of such Guarantee. Each Guarantee shall be signed on behalf of Company by two Officers If the form of the Company (each of whom shall have been duly authorized by all requisite corporate actions) prior to the authentication Guarantee of the Note series has been established in or pursuant to one or more Guarantor Board Resolutions as permitted by Section 2.5, in authenticating the Securities on which it such Guarantee is endorsed, and accepting the delivery additional responsibilities under this Indenture in relation to such Guarantee, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating, (a) if the form of such Note Guarantee has been established by or pursuant to Guarantor Board Resolution as permitted by Section 2.5, that such form has been established in conformity with the provisions of this Indenture; (b) that the Guarantee, when the Securities on which the Guarantee is endorsed have been authenticated and delivered by the TrusteeTrustee and the Guarantee has been issued by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, after the authentication thereof hereunder, shall will constitute due delivery a valid and legally binding obligation of the Guarantee on behalf Guarantor enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (c) that all laws and requirements in respect of the Company. Such signatures upon execution and delivery by the Guarantee Endorsement may be by manual or facsimile signature Guarantor of such Officers and may be imprinted or otherwise reproduced on the Guarantee Endorsementhave been complied with. If an officer whose signature is on a Guarantee Endorsement no longer holds his office at such form has been so established for such Guarantee, the time Trustee shall not be required to authenticate the Note Securities on which such Guarantee Endorsement is endorsed is authenticated, if the issue of such Guarantee Endorsement pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities, the Guarantee and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. A Guarantee shall not be valid or become obligatory for any purpose with respect to a Security of any series until there appears on such Security a certificate of authentication substantially in the form provided for herein, executed by the Trustee by manual signature of an authorized officer, and such certificate upon any such Security shall be valid nevertheless. The Company shall execute conclusive evidence, and the only evidence, that such Guarantee Endorsement in the foregoing manner for the initial issuance of Notes hereunder and for any other issuance of Notes required or permitted has been duly delivered hereunder, including pursuant to Section 2.06, 2.07 and 2.09.