become a "Guarantor".
Accordingly, the New Subsidiary hereby agrees as follows with the Administrative
Agent, for the benefit of the Guaranteed Parties:
ARTICLE XXXV. THE NEW SUBSIDIARY HEREBY AGREES THAT BY EXECUTION OF THIS
AGREEMENT IT IS A GUARANTOR (AS DEFINED IN THE GUARANTY) UNDER THE GUARANTY AS
IF A SIGNATORY THEREOF ON THE CLOSING DATE, AND THE NEW SUBSIDIARY (A) SHALL
COMPLY WITH, AND BE SUBJECT TO, AND HAVE THE BENEFIT OF, ALL OF THE TERMS,
CONDITIONS, COVENANTS, AGREEMENTS AND OBLIGATIONS SET FORTH IN THE GUARANTY AND
(B) HEREBY MAKES EACH REPRESENTATION AND WARRANTY SET FORTH IN THE GUARANTY. THE
NEW SUBSIDIARY HEREBY AGREES THAT (I) EACH REFERENCE TO A "GUARANTOR" OR THE
"GUARANTORS" IN THE GUARANTY AND THE OTHER LOAN DOCUMENTS SHALL INCLUDE THE NEW
SUBSIDIARY AND (II) EACH REFERENCE TO THE "GUARANTY" AS USED THEREIN SHALL MEAN
THE GUARANTY AS SUPPLEMENTED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING TERMS OF THIS PARAGRAPH 1, THE NEW SUBSIDIARY HEREBY, JOINTLY AND
SEVERALLY TOGETHER WITH THE OTHER GUARANTORS, GUARANTEES TO THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE GUARANTEED PARTIES, AS PROVIDED IN THE GUARANTY,
THE PROMPT PAYMENT AND PERFORMANCE OF THE GUARANTEED OBLIGATIONS IN FULL WHEN
DUE (WHETHER AT STATED MATURITY, AS A MANDATORY PREPAYMENT, BY ACCELERATION OR
OTHERWISE) STRICTLY IN ACCORDANCE WITH THE TERMS THEREOF.
ARTICLE XXXVI. ALL NOTICES AND COMMUNICATIONS TO THE NEW SUBSIDIARY SHALL BE
GIVEN TO THE ADDRESSES AND OTHERWISE MADE IN ACCORDANCE WITH SECTION 11.02 OF
THE CREDIT AGREEMENT; PROVIDED THAT NOTICES AND COMMUNICATIONS SHALL BE DIRECTED
TO THE NEW SUBSIDIARY, AT THE ADDRESS OF HOLDINGS SET FORTH IN SCHEDULE 11.02 OF
THE CREDIT AGREEMENT.
ARTICLE XXXVII. THE NEW SUBSIDIARY HEREBY WAIVES ACCEPTANCE BY THE
ADMINISTRATIVE AGENT AND THE GUARANTEED PARTIES OF THE GUARANTY BY THE NEW
SUBSIDIARY UNDER THE GUARANTY UPON THE EXECUTION OF THIS AGREEMENT BY THE NEW
SUBSIDIARY.
ARTICLE XXXVIII. THE NEW SUBSIDIARY HEREBY ACKNOWLEDGES THAT (A) IT HAS BEEN
ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS DEEMED A PARTY AND (B) IT HAS
RECEIVED A COPY OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND HAS
REVIEWED AND UNDERSTANDS THE SAME.
ARTICLE XXXIX. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS (AND BY DIFFERENT
PARTIES HERETO IN DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A SINGLE
CONTRACT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS
AGREEMENT BY TELECOPY OR OTHER ELECTRONIC IMAGING MEANS SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
ARTICLE XL. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed as of the date first above written.
[
],
as Guarantor
By:
Name:
Title:
Acknowledged and accepted:
BANK OF AMERICA, N.A.,
as