Common use of Execution of Guarantee Clause in Contracts

Execution of Guarantee. The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

Execution of Guarantee. The To evidence their guarantee to the Holders set forth in this Article Nine, the Guarantors hereby agree to execute the Guarantee in substantially the form included in Exhibit A or in any such other form set forth in the Authorizing Resolution or supplemental indenture pertaining to the applicable Series, which shall be endorsed on Notes issued each Security ordered to be authenticated and delivered by an Issuer other than GE Capital the Trustee. Each Guarantor hereby agrees that its Guarantee set forth in this Article Nine shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. Each such Guarantee shall be executed signed on behalf of the each Guarantor by any two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its Chairmanwhom shall, one of its Presidentsin each case, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a have been duly authorized attorney-in-factby all requisite corporate actions) shall attest to such Guarantee prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be the by manual or facsimile signatures of any person who, at the time signature of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile officers and may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In Guarantee, and in case any authorized such officer of the Guarantor or attorney-in-fact who shall have signed any the Guarantee shall cease to hold such office or be such attorney-in-fact officer before the Note Security on which such Guarantee is endorsed with the Guarantee so signed shall be have been authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such the Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf officer of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.Guarantor. ARTICLE TEN

Execution of Guarantee. The To evidence their guarantee to the Securityholders set forth in this Article X, each Subsidiary Guarantor hereby agrees to execute a Subsidiary Guarantee in substantially the form of Exhibit B to this Indenture, which shall be endorsed on Notes issued each Security ordered to be authenticated and delivered by an Issuer other than GE Capital the Trustee. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in this Article X shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of a Subsidiary Guarantee. A Subsidiary Guarantee shall be executed signed on behalf of the a Subsidiary Guarantor by any two Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of its Chairmanwhom shall, one of its Presidentsin each case, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a have been duly authorized attorney-in-factby all requisite corporate or partnership actions) shall attest to the Subsidiary Guarantee prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon a Subsidiary Guarantee may be the by manual or facsimile signatures of any person who, at the time signature of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In and in case any authorized such officer of the Guarantor or attorney-in-fact who shall have signed any a Subsidiary Guarantee shall cease to hold such office or be such attorney-in-fact officer before the Note Security on which the Subsidiary Guarantee is endorsed with the Guarantee so signed shall be have been authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerIssuers, such Note or coupon Security nevertheless may be authenticated and delivered or disposed of as though the person Person who signed such the Subsidiary Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf officer of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-factSubsidiary Guarantor.

Execution of Guarantee. The To evidence its guarantee to the Holders set forth in this Article X, each Guarantor required to execute and deliver of a Guarantee pursuant to Section 4.16 hereby agrees to execute the Guarantee in substantially the form attached hereto as Exhibit C, which shall be endorsed on Notes issued each Note ordered to be authenticated and delivered by an Issuer other than GE Capital the Trustee. Each Guarantor, upon the execution and delivery of a Guarantee pursuant to Section 4.16, hereby agrees that its Guarantee 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 executed signed on behalf of the each Guarantor by any two Officers, or an Officer and an Assistant Secretary or one Officer shall sign and one Officer or an Assistant Secretary (each of its Chairmanwhom shall, one of its Presidentsin each case, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a have been duly authorized attorney-in-factby 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 such Guarantee on behalf of such Guarantor. Such signatures upon the Guarantee may be the by manual or facsimile signatures of any person who, at the time signature of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile officers and may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In Guarantee, and in case any authorized such officer of the Guarantor or attorney-in-fact who shall have signed any the Guarantee shall cease to hold such office or be such attorney-in-fact officer before the Note on which such Guarantee is endorsed with the Guarantee so signed shall be have been authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person Person who signed such the Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf officer of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-factGuarantor.

Execution of Guarantee. The Guarantee To evidence its guarantee specified in this Article XIV to the Holders of any Security of any series, the Guarantor hereby agrees to execute the Guarantee, in substantially the form set forth in Section 14.6 (except as otherwise permitted by Section 2.5) to be endorsed on Notes issued each Security of such series authenticated and delivered by an Issuer other than GE Capital the Trustee. Such Guarantee shall be executed on behalf of the Guarantor by any one its Chairman of its Chairman, one of its Presidentsthe Board, its Vice Chairman and Chief Financial Officerof the Board, its Senior President or one of its Vice President-Corporate Treasury Presidents, and Global Funding Operation attested by its Secretary or by a duly authorized attorney-in-factone of its Assistant Secretaries. Such signatures The 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 person who, at time the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or attorney-in-fact who shall any of them have signed any Guarantee shall cease ceased to hold such office offices prior to the authentication and delivery of such Guarantee or did not hold such offices at the date of such Guarantee. If the form of the Guarantee of the 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 such Guarantee is endorsed, and accepting the 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 attorney-in-fact before the Note endorsed 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 so signed shall be is endorsed have been authenticated and delivered by the Fiscal Trustee and Paying Agent or disposed of the Guarantee has been issued by the relevant IssuerGuarantor in the manner and subject to any conditions specified in such Opinion of Counsel, such Note or coupon nevertheless may be authenticated will constitute a valid and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf legally binding obligation of the Guarantor by any person whoenforceable in accordance with its terms, as at the actual date subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of the execution of such Guarantee, shall hold such office general applicability relating to or be an attorney-in-fact, although at the date affecting creditors' rights and to general equity principles; and (c) that all laws and requirements in respect of the execution and delivery by the Guarantor of such Guarantee have been complied with. If such form has been so established for such Guarantee, the Trustee shall not be required to authenticate the Securities on which such Guarantee is endorsed if the issue of such Guarantee pursuant to this Agreement 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 person did not hold Security shall be conclusive evidence, and the only evidence, that such office or was not an attorney-in-factGuarantee has been duly delivered hereunder.

Execution of Guarantee. The To evidence its guarantee to the Holders specified in Section 1401, the Guarantor hereby agrees to execute the notation of the Guarantee in substantially the form set forth in Section 204 to be endorsed on Notes issued each Security authenticated and delivered by an Issuer other than GE Capital the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. Each such notation of the Guarantee shall be executed signed on behalf of the Guarantor Guarantor, by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Authorized Officer, its Senior Vice President-Corporate Treasury prior to the authentication of the Security on which it is endorsed, and Global Funding Operation or the delivery of such Security by a duly authorized attorney-in-factthe Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. Such signatures upon the notation of the Guarantee may be the manual or facsimile signatures of any person whopresent, at the time of past or future such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile Authorized Officers and may be imprinted or otherwise reproduced on below the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile notation of the corporate seal of the Guarantor. In Guarantee, and in case any authorized officer of the Guarantor or attorney-in-fact such Authorized Officer who shall have signed any the notation of the Guarantee shall cease to hold such office or be such attorney-in-fact Authorized Officer before the Note Security on which such notation is endorsed with the Guarantee so signed shall be have been authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such the notation of the Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee Authorized Officer of the Guarantor. This instrument may be signed on behalf executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed as a Deed all as of the day and year first above written. CSR AMERICA, INC. By /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Director By /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Title: Director Signed, Sealed and Delivered by CSR LIMITED By /s/ Alexander Xxxxxx Xxxxxxx. Name: Alexander Xxxxxx Xxxxxxx Title: Executive General Manager Finance & Administration THE FIRST NATIONAL BANK OF CHICAGO By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Trust Officer Xxxxx xx Xxx Xxxx ) ) ss.: County of New York ) On the 22 day of February, 1994, before me personally came Xxxxxxxx Xxxxxx Xxxxx to me known, who, being by me duly sworn, did depose and say that he is a Director of CSR AMERICA, INC., one of the corporations described in and which executed the foregoing instrument. /s/ Xxxxxxxx X. Xxxxx XXXXXXXX X. XXXXX Notary Public, State of New York Qualified in New York County No. 5011-383 Commission Expires April 19, 1995 Xxxxx xx Xxx Xxxx ) ) ss.: County of New York ) On the 22 day of February, 1994, before me personally came Xxxxx Xxxxxxx Xxxxxx to me known, who, being by me duly sworn, did depose and say that he is Director of CSR AMERICA, INC., one of the corporations described in and which executed the foregoing instrument. /s/ Xxxxxxxx X. Xxxxx XXXXXXXX X. XXXXX Notary Public, State of New York Qualified in New York County No. 5011-383 Commission Expires April 19, 1995 Xxxxx xx Xxx Xxxx ) ) ss.: County of New York ) On the 22 day of February, 1994, before me personally came Xxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is Authorized Officer of CSR Limited, one of the corporations described in and which executed the foregoing instrument. /s/ Xxxxxxxx X. Xxxxx XXXXXXXX X. XXXXX Notary Public, State of New York Qualified in New York County No. 5011-383 Commission Expires April 19, 1995. Xxxxx xx Xxx Xxxx ) ) ss.: County of New York ) On the 22 day of February, 1994, before me personally came Xxxxx Xxxxx ,to me known, who, being by me duly sworn, did depose and say that he is a vice-president of The First National Bank of Chicago, one of the corporations described in and which executed the foregoing instrument. /s/ Xxxxxxxx X. Xxxxx XXXXXXXX X. XXXXX Notary Public, State of New York Qualified in New York County No. 5011-383 Commission Expires April 19, 1995 Recitals of the Guarantor by any person whoSection 101. Definitions. Act Additional Amounts Affiliate Agent Member Applicable Procedures Australia Authenticating Agent Authorized Officer Board of Directors Board Resolution Business Day Cedel Closing Date Commission Company Company Request Company Order Corporate Trust Office corporation Covenant Defeasance Defaulted Interest Defeasance Defeasible Series Depositary Director Euroclear Event of Default Exchange Act Expiration Date Global Security Guarantor Holder Indenture interest Interest Payment Date Investment Company Act Maturity Notice of Default Officers’ Certificate Opinion of Counsel Original Issue Discount Security Outstanding Paying Agent Person Place of Payment Predecessor Security Redemption Date Redemption Price Regular Record Date Responsible Officer Regulation S Regulation S Global Security Restricted Global Security Restricted Period Restricted Securities Rule 144 Rule 144A Rule 144A Information Securities Securities Act Security Register” and “Security Registrar Special Record Date Stated Maturity Subsidiary Succession Date Successor Additional Amounts Successor Guarantor Successor Person Trust Indenture Act Trustee Unrestricted Global Security U.S. Government Obligation Section 102. Compliance Certificates and Opinions Section 104. Acts of Holders; Record Dates Section 105. Notices, as at the actual date Etc., to Trustee, Company and Guarantor Section 106. Notice to Holders; Waiver Section 107. Effect of the execution Headings and Table of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date Contents Section 108. Successors and Assigns Section 109. Separability Clause Section 110. Benefits of the execution and delivery Indenture Section 111. Governing Law Section 112. Submission to Jurisdiction; Appointment of this Agreement any such person did not hold such office or was not an attorney-in-fact.Agent for Service of Process Section 113. Legal Holidays Section 201. Forms Generally Section 202. Form of Face of Security Section 203. Form of Reverse of Security Section 204. Form of Notation of Guarantee Section 205. Legends on Restricted Securities. Section 206. Form of Trustee’s Certificate of Authentication Section 301. Amount Unlimited; Issuable in Series Section 302. Denominations

Execution of Guarantee. The To evidence its guarantee to the Holders specified in Section 1401, the Guarantor hereby agrees to execute the notation of the Guarantee in substantially the form set forth in Section 204 to be endorsed on Notes issued each Security authenticated and delivered by an Issuer other than GE Capital the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. Each such notation of the Guarantee shall be executed signed on behalf of the Guarantor Guarantor, by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Authorized Officer, its Senior Vice President-Corporate Treasury prior to the authentication of the Security on which it is endorsed, and Global Funding Operation or the delivery of such Security by a duly authorized attorney-in-factthe Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. Such signatures upon the notation of the Guarantee may be the manual or facsimile signatures of any person whopresent, at the time of past or future such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile Authorized Officers and may be imprinted or otherwise reproduced on below the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile notation of the corporate seal of the Guarantor. In Guarantee, and in case any authorized officer of the Guarantor or attorney-in-fact such Authorized Officer who shall have signed any the notation of the Guarantee shall cease to hold such office or be such attorney-in-fact Authorized Officer before the Note Security on which such notation is endorsed with the Guarantee so signed shall be have been authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such the notation of the Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-factAuthorized Officer of the Guarantor. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed in New York, New York as of the day and year first above written. FBG FINANCE LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Officer XXXXXX’X GROUP LIMITED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Officer DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Vice President Deutsche Bank Trust Company Americas as Trustee [60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Trust & Securities Services] Re: [ ] % Notes due of FBG Finance Limited guaranteed as to payments of principal and interest by Reference is hereby made to the Indenture, dated as of June 28, 2005 (the “Indenture”), among FBG Finance Limited, Xxxxxx’x Group Limited and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to US$ principal amount of Securities which are evidenced by one or more Restricted Global Securities (CUSIP No. ) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Regulation S Global Securities (CUSIP No. ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Clearstream or both (Common Code: ; ISIN: ). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected pursuant to and in accordance with Rule 903 or Rule 904 (as applicable) under the United States Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby further certify that: (1) the offer of the Securities was not made to a person in the United States; (2) either: (A) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Guarantee may be signed person acting on its behalf reasonably believed that the transferee was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in contravention of the Guarantor requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and (5) upon completion of the transaction, the beneficial interest being transferred as described above is to be held with the Depositary through Euroclear or Clearstream or both. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or initial purchasers, if any, of the initial offering of such Securities being transferred. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act. [Insert Name of Transferor] By: Name: Title: Dated: cc: FBG Finance Limited Xxxxxx’x Group Limited Deutsche Bank Trust Company Americas as Trustee [60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Trust & Securities Services] Re: [ ]% Notes due of FBG Finance Limited guaranteed as to payments of principal and interest by Reference is hereby made to the Indenture, dated as of June 28, 2005 (the “Indenture”), among Xxxxxx’x Group Limited, FBG Finance Limited and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to US$ principal amount of Securities which are evidenced by one or more Restricted Global Securities (CUSIP No. ) and held with the Depositary in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Securities to a person that will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Unrestricted Global Securities (CUSIP No. ). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected pursuant to and in accordance with either (i) Rule 903 or Rule 904 (as applicable) under the United States Securities Act of 1933, as amended (the “Securities Act”), or (ii) Rule 144 under the Securities Act, and accordingly the Transferor does hereby further certify that: (1) if the transfer has been effected pursuant to Rule 903 or Rule 904: (A) the offer of the Securities was not made to a person in the United States; (B) either: (i) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person whoacting on its behalf reasonably believed that the transferee was outside the United States, or (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States; (C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as at applicable; and (D) the actual date transaction is not part of a plan or scheme to evade the registration requirements of the execution Securities Act; or (2) if the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers, if any, of the Securities being transferred. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act. [Insert Name of Transferor] By: Name: Title: Dated: cc: FBG Finance Limited Xxxxxx’x Group Limited [Transferor Certificate] Deutsche Bank Trust Company Americas as Trustee [60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Trust & Securities Services] Re: [ ]% Notes due of FBG Finance Limited guaranteed as to payments of principal and interest by Reference is hereby made to the Indenture, dated as of June 28, 2005 (the “Indenture”), among Xxxxxx’x Group Limited, FBG Finance Limited and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to US$ principal amount of Securities which are evidenced by one or more Regulation S Global Securities (CUSIP No. ) and held with the Depository through [Euroclear] [Clearstream] (Common Code ) in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such Guaranteebeneficial interest in Securities to a person that will take delivery thereof (the “Transferee”) in the form of an equal principal amount of Securities evidenced by one or more Restricted Global Securities (CUSIP No. ). In connection with such request and in respect of such Securities, shall hold the Transferor does hereby certify that (1) such office or be an attorney-in-fact, although at the date transfer is being effected in accordance with any applicable securities laws of any state of the execution United States or any other jurisdiction; (2) the Securities are being transferred in accordance with Rule 144A to a transferee that the transferor reasonably believes is purchasing the Securities for its own account or an account with respect to which the transferee exercises sole investment discretion and delivery the transferee is a qualified institutional buyer, in each case in a transaction meeting the requirements of this Agreement any such person did not hold such office Rule 144A; and (3) it has notified the transferee that it has relied [on Rule 144A or was not an attorney-in-fact.another exemption] as a basis for the exemption from the registration requirements of the Securities Act of 1933 used in connection with the transfer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers, if any, of the Securities being transferred. [Insert Name of Transferor] By: Name: Title: Dated:

Execution of Guarantee. The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one Chairman of its Presidentsthe Board, its Chief Executive Officer, its President, its Senior Vice Chairman and Chief Financial OfficerPresident, Finance, its Senior Vice President-Corporate Treasury and Global Funding Operation Operation, or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

Execution of Guarantee. The To evidence their guarantee to the Noteholders set forth in this Article Ten, each Subsidiary Guarantor hereby agrees to execute a Subsidiary Guarantee in substantially the form of Exhibit E to this Indenture, which shall be endorsed on Notes issued each Note ordered to be authenticated and delivered by an Issuer other than GE Capital the Trustee. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in this Article Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of a Subsidiary Guarantee. A Subsidiary Guarantee shall be executed signed on behalf of the a Subsidiary Guarantor by any two Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of its Chairmanwhom shall, one of its Presidentsin each case, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a have been duly authorized attorney-in-factby all requisite corporate or partnership actions) shall attest to the 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 Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon a Subsidiary Guarantee may be the by manual or facsimile signatures of any person who, at the time signature of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In and in case any authorized such officer of the Guarantor or attorney-in-fact who shall have signed any a Subsidiary Guarantee shall cease to hold such office or be such attorney-in-fact officer before the Note on which the Subsidiary Guarantee is endorsed with the Guarantee so signed shall be have authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person Person who signed such the Subsidiary Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf officer of the Guarantor by Subsidiary Guarantor. At any person whotime after a Subsidiary Guarantee is terminated pursuant to the terms of this Indenture, as at the actual date of Trustee shall upon written notice from the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution Company (and delivery of this Agreement an Officer's Certificate) remove any such person did not hold endorsement which relates to such office or was not an attorney-in-factSubsidiary Guarantee.

Execution of Guarantee. The To evidence their guarantee to the Noteholders set forth in this Article Ten, each Subsidiary Guarantor hereby agrees to execute a Subsidiary Guarantee in substantially the 106 -98- form of Exhibit E to this Indenture, which shall be endorsed on Notes issued each Note ordered to be authenticated and delivered by an Issuer other than GE Capital the Trustee. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in this Article Ten shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of a Subsidiary Guarantee. A Subsidiary Guarantee shall be executed signed on behalf of the a Subsidiary Guarantor by any two Officers, or an Officer and an Assistant Secretary, or one Officer shall sign and one Officer or an Assistant Secretary (each of its Chairmanwhom shall, one of its Presidentsin each case, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a have been duly authorized attorney-in-factby all requisite corporate or partnership actions) shall attest to the 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 Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signatures upon a Subsidiary Guarantee may be the by manual or facsimile signatures of any person who, at the time signature of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile officers and may be imprinted or otherwise reproduced on the Subsidiary Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In and in case any authorized such officer of the Guarantor or attorney-in-fact who shall have signed any a Subsidiary Guarantee shall cease to hold such office or be such attorney-in-fact officer before the Note on which the Subsidiary Guarantee is endorsed with the Guarantee so signed shall be have authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person Person who signed such the Subsidiary Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf officer of the Guarantor by Subsidiary Guarantor. At any person whotime after a Subsidiary Guarantee is terminated pursuant to the terms of this Indenture, as at the actual date of Trustee shall upon written notice from the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution Company (and delivery of this Agreement an Officer's Certificate) remove any such person did not hold endorsement which relates to such office or was not an attorney-in-factSubsidiary Guarantee.

Execution of Guarantee. The To evidence its guarantee to the Holders specified in Section 1401, the Guarantor hereby agrees to execute the notation of the Guarantee in substantially the form set forth in Section 204 to be endorsed on Notes issued each Security authenticated and delivered by an Issuer other than GE Capital the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee. Each such notation of the Guarantee shall be executed signed on behalf of the Guarantor Guarantor, by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Authorized Officer, its Senior Vice President-Corporate Treasury prior to the authentication of the Security on which it is endorsed, and Global Funding Operation or the delivery of such Security by a duly authorized attorney-in-factthe Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. Such signatures upon the notation of the Guarantee may be the manual or facsimile signatures of any person whopresent, at the time of past or future such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile Authorized Officers and may be imprinted or otherwise reproduced on below the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile notation of the corporate seal of the Guarantor. In Guarantee, and in case any authorized officer of the Guarantor or attorney-in-fact such Authorized Officer who shall have signed any the notation of the Guarantee shall cease to hold such office or be such attorney-in-fact Authorized Officer before the Note Security on which such notation is endorsed with the Guarantee so signed shall be have been authenticated and delivered by the Fiscal and Paying Agent Trustee or disposed of by the relevant IssuerCompany, such Note or coupon Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such the notation of the Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee Authorized Officer of the Guarantor. This instrument may be signed on behalf executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed as a Deed all as of the day and year first above written. CSR AMERICA, INC. By /S/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Authorized Officer CSR LIMITED By /S/ XXXXXXX XXXXX XXXXXXX Name: Antony Xxxxx Xxxxxxx Title: Authorized Officer THE FIRST NATIONAL BANK OF CHICAGO By Name: Title: Vice President Xxxxx Xx Xxx Xxxx ) ) ss.: County of New York ) On the day of July, 1995, before me personally came Xxxxx X. Xxxxx to me known, who, being by me duly sworn, did depose and say that he is an Authorized Officer of CSR AMERICA, INC., one of the corporations described in and which executed the foregoing instrument. Xxxxx xx Xxx Xxxx ) ) ss.: County of New York ) On the day of July, 1995, before me personally came Xxxxxxx Xxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is Authorized Officer of CSR Limited, one of the corporations described in and which executed the foregoing instrument. Xxxxx xx Xxx Xxxx ) ) ss.: County of New York ) On the day of July, 1995, before me personally came , to me known, who, being by me duly sworn, did depose and say that he is a vice-president of The First National Bank of Chicago, one of the corporations described in and which executed the foregoing instrument. Recitals of the Guarantor Section 101. Definitions. Act Additional Amounts Affiliate Australia Authenticating Agent Authorized Agent Authorized Officer Board of Directors Board Resolution Business Day Closing Date Commission Company Company Request or Company Order Corporate Trust Office corporation Covenant Defeasance Defaulted Interest Defeasance Defeasible Series Depositary Director Event of Default Exchange Act Expiration Date Global Security Guarantee Guarantor Holder Indenture interest Investment Company Act Maturity Notice of Default Officers’ Certificate Opinion of Counsel Original Issue Discount Security Outstanding Paying Agent Person Place of Payment Predecessor Security Redemption Date Redemption Price Regular Record Date Responsible Officer Securities Securities Act Security Register and Security Registrar Special Record Date Stated Maturity Subsidiary Succession Date Successor Additional Amounts Successor Guarantor or Successor Person Trust Indenture Act Trustee U.S. Government Obligation Section 102. Compliance Certificates and Opinions Section 103. Form of Documents Delivered to Trustee Section 104. Acts of Holders; Record Dates Section 105. Notices, Etc., to Trustee, Company and Guarantor Section 106. Notice to Holders; Waiver Section 107. Conflict with Trust Indenture Act Section 108. Effect of Headings and Table of Contents Section 109. Successors and Assigns Section 110. Separability Clause Section 112. Governing Law Section 113. Submission to Jurisdiction; Appointment of Agent for Service of Process Section 114. Legal Holidays Section 201. Forms Generally Section 202. Form of Face of Security Section 203. Form of Reverse of Security Section 204. Form of Notation of Guarantee Section 205. Form of Trustee’s Certificate of Authentication Section 301. Amount Unlimited; Issuable in Series Section 302. Denominations Section 303. Execution, Authentication, Delivery and Dating Section 304. Temporary Securities Section 305. Registration, Registration of Transfer and Exchange Section 306. Mutilated, Destroyed, Lost and Stolen Securities Section 307. Payment of Interest; Interest Rights Preserved Section 308. Persons Deemed Owners Section 310. Computation of Interest Section 311. CUSIP Numbers Section 401. Satisfaction and Discharge of Indenture Section 402. Application of Trust Money Section 501. Events of Default Section 502. Acceleration of Maturity; Rescission and Annulment Section 503. Collection of Indebtedness and Suits for Enforcement by any person whoTrustee Section 504. Trustee May File Proofs of Claim Section 505. Trustee May Enforce Claims Without Possession of Securities Section 506. Application of Money Collected Section 507. Limitation on Suits Section 508. Unconditional Right of Holders to Receive Principal, as at the actual date Premium and Interest Section 509. Restoration of the execution Rights and Remedies Section 510. Rights and Remedies Cumulative Section 511. Delay or Omission Not Waiver Section 512. Control by Holders Section 513. Waiver of such GuaranteePast Defaults Section 515. Waiver of Usury, shall hold such office Stay or be an attorney-in-fact, although at the date Extension Laws Section 601. Certain Duties and Responsibilities Section 602. Notice of the execution Defaults Section 603. Certain Rights of Trustee Section 604. Not Responsible for Recitals or Issuance of Securities Section 605. May Hold Securities Section 606. Money Held in Trust Section 607. Compensation and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.Reimbursement Section 608. Conflicting Interests

Execution of Guarantee. The Guarantee endorsed on Notes ---------------------- issued by an Issuer other than GE Capital GEC Australia or GEC Canada shall be executed on behalf of the Guarantor by any one of its Chairman, one Chairman of its Presidentsthe Board, its President, its Senior Vice Chairman and Chief Financial OfficerPresident, Finance, its Senior Vice President-Corporate Treasury and Global Funding Operation Operation, or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.

Execution of Guarantee. The Guarantee endorsed on Notes issued by an Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one of its Presidents, its Vice Chairman and Chief Financial Officer, its Senior Vice President-Corporate Treasury and Global Funding Operation or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-attorney- in-fact.

Execution of Guarantee. The Guarantee endorsed on Notes issued by an ---------------------- Issuer other than GE Capital shall be executed on behalf of the Guarantor by any one of its Chairman, one Chairman of its Presidentsthe Board, its Chief Executive Officer, its President, its Senior Vice Chairman and Chief Financial OfficerPresident, Finance, its Senior Vice President-Corporate Treasury and Global Funding Operation Operation, or by a duly authorized attorney-in-fact. Such signatures may be the manual or facsimile signatures of any person who, at the time of such execution, holds any such office or of a duly authorized attorney-in-fact. Any signature in facsimile may be imprinted or otherwise reproduced on the Guarantee endorsed on such Notes. Each Guarantee endorsed on each definitive Note shall have imprinted thereon a facsimile of the corporate seal of the Guarantor. In case any authorized officer of the Guarantor or attorney-in-fact who shall have signed any Guarantee shall cease to hold such office or be such attorney-in-fact before the Note endorsed with the Guarantee so signed shall be authenticated and delivered by the Fiscal and Paying Agent or disposed of by the relevant Issuer, such Note or coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Guarantee endorsed on such Note had not ceased to hold such office or be such attorney-in-fact; and any Guarantee may be signed on behalf of the Guarantor by any person who, as at the actual date of the execution of such Guarantee, shall hold such office or be an attorney-in-fact, although at the date of the execution and delivery of this Agreement any such person did not hold such office or was not an attorney-in-fact.