ARTICLE IIAGREEMENT TO BE BOUND; GUARANTEE     SECTION 2.1 Agreement to be Bound. Each New Subsidiary Guarantor hereby becomes aparty to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and besubject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.Each New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indentureapplicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of aSubsidiary Guarantor under the Indenture.     SECTION 2.2 Guarantee. Each New Subsidiary Guarantor agrees, on a joint and severalbasis with all the existing and future Subsidiary Guarantors, to fully, unconditionally andirrevocably guarantee to each Holder and the Trustee the Obligations on a senior basis as providedin Article 10 of the Indenture, (a) the due and punctual payment of the principal of, premium, ifany, and interest and Special Interest, if any, on the Notes, whether at maturity, by acceleration,redemption or otherwise, the due and punctual payment of interest on overdue principal and premium,if any, and, to the extent permitted by law, interest and Special Interest, if any, and the due andpunctual performance of all other obligations of the Company to the Holders or the Trustee all inaccordance with the terms of the Indenture and (b) in case of any extension of time of payment orrenewal of any Notes or any of such other obligations, that the same will be promptly paid in fullwhen due or performed in accordance with the terms of the extension or renewal, whether at statedmaturity, by acceleration or otherwise. The obligations of each New Subsidiary Guarantor to theHolders, in its capacity as such, of Notes and to the Trustee pursuant to the Guarantee and theIndenture are expressly set forth in the Indenture, including Article 10 and Schedule A thereto,and reference is hereby made to the Indenture for the precise terms and any limitations of theGuarantee. This Guarantee is subject to release as and to the extent set forth in Sections 8.02,8.03 and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shallbe bound by such provisions. Capitalized terms used herein and not defined are used herein as sodefined in the Indenture.ARTICLE IIIMISCELLANEOUS     SECTION 3.1 Notices. All notices and other communications to each New SubsidiaryGuarantor shall be given as provided in the Indenture for the existing Subsidiary Guarantors.     SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall beconstrued to give any Person, firm or corporation, other than the Holders and the Trustee, anylegal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or theIndenture or any provision herein or therein contained.
 

 
     SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.     SECTION 3.4 Severability Clause. In case any provision in this SupplementalIndenture shall be invalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction be ineffective to the extent of such invalidity, illegality or unenforceabilitywithout affecting the validity, legality and enforceability of the remaining provisions; and theinvalidity of a particular provision in a particular jurisdictions shall not invalidate suchprovision in any other jurisdiction.     SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture.Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and allthe terms, conditions and provisions thereof shall remain in full force and effect. ThisSupplemental Indenture shall form a part of the Indenture for all purposes, and every Holderheretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes norepresentation or warranty as to the validity or sufficiency of this Supplemental Indenture.     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of thisSupplemental Indenture in counterparts, each of which shall constitute an original, but all ofwhich when taken together shall constitute one and the same agreement.     SECTION 3.7 Headings. The headings of the Articles and the sections in thisSupplemental Indenture are for convenience of reference only, are not part of this SupplementalIndenture and shall not be deemed to alter or affect the meaning or interpretation of anyprovisions hereof.     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted as of the date first above written.[Signature page follows]
 

 
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