appropriate instrument evidencing such release.
SECTION 11.03.
SUCCESSORS AND ASSIGNS.
THIS ARTICLE 11 SHALL BE
BINDING UPON EACH GUARANTOR AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO
THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE TRUSTEE AND THE HOLDERS AND, IN
THE EVENT OF ANY TRANSFER OR ASSIGNMENT OF RIGHTS BY ANY HOLDER OR THE TRUSTEE,
THE RIGHTS AND PRIVILEGES CONFERRED UPON THAT PARTY IN THIS INDENTURE AND IN THE
NOTES SHALL AUTOMATICALLY EXTEND TO AND BE VESTED IN SUCH TRANSFEREE OR
ASSIGNEE, ALL SUBJECT TO THE TERMS AND CONDITIONS OF THIS INDENTURE.
SECTION 11.04.
EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE
GUARANTORS.
EACH SUBSIDIARY WHICH IS REQUIRED TO BECOME A GUARANTOR PURSUANT TO
SECTION 4.13 SHALL PROMPTLY
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EXECUTE AND DELIVER TO THE TRUSTEE A SUPPLEMENTAL INDENTURE IN THE FORM OF
EXHIBIT C HERETO PURSUANT TO WHICH SUCH SUBSIDIARY SHALL BECOME A GUARANTOR
UNDER THIS ARTICLE 11 AND SHALL GUARANTEE THE GUARANTEED OBLIGATIONS.
CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF SUCH SUPPLEMENTAL INDENTURE TO
THIS INDENTURE, THE COMPANY SHALL DELIVER TO THE TRUSTEE AN OPINION OF COUNSEL
AND AN OFFICERS' CERTIFICATE TO THE EFFECT THAT SUCH SUPPLEMENTAL INDENTURE HAS
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH SUBSIDIARY AND THAT,
SUBJECT TO THE APPLICATION OF BANKRUPTCY, INSOLVENCY, MORATORIUM, FRAUDULENT
CONVEYANCE OR TRANSFER AND OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS
GENERALLY AND TO THE PRINCIPLES OF EQUITY, WHETHER CONSIDERED IN A PROCEEDING AT
LAW OR IN EQUITY, THE GUARANTEE OF SUCH GUARANTOR IS A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH GUARANTOR, ENFORCEABLE AGAINST SUCH GUARANTOR IN ACCORDANCE
WITH ITS TERMS AND OR TO SUCH OTHER MATTERS AS THE TRUSTEE MAY REASONABLY
REQUEST.
SECTION 11.05.
NON-IMPAIRMENT.
THE FAILURE TO ENDORSE A GUARANTEE ON
ANY NOTE SHALL NOT AFFECT OR IMPAIR THE VALIDITY THEREOF.
SECTION 11.06.
ENDORSEMENT OF GUARANTEES.
TO EVIDENCE ITS GUARANTEE
SET FORTH IN THIS ARTICLE 11, EACH GUARANTOR HEREBY AGREES THAT A NOTATION OF
SUCH GUARANTEE SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THIS INDENTURE SHALL BE
ENDORSED BY AN OFFICER OF SUCH GUARANTOR ON EACH DEFINITIVE NOTE AND EACH GLOBAL
EXCHANGE NOTE AUTHENTICATED AND DELIVERED BY THE COMPANY; PROVIDED THAT THE
GUARANTEE SET FORTH IN THIS ARTICLE 11 SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING ANY FAILURE OF A GUARANTOR TO ENDORSE ON EACH NOTE A NOTATION OF
GUARANTEE.
ARTICLE 12.
SUBORDINATION OF THE GUARANTEES
SECTION 12.01.
AGREEMENT TO SUBORDINATE.
EACH GUARANTOR AGREES, AND
EACH HOLDER BY ACCEPTING A NOTE AGREES, THAT THE OBLIGATIONS OF A GUARANTOR
HEREUNDER ARE SUBORDINATED IN RIGHT OF PAYMENT, TO THE EXTENT AND IN THE MANNER
PROVIDED IN THIS ARTICLE 12, TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR
INDEBTEDNESS OF SUCH GUARANTOR AND THAT THE SUBORDINATION IS FOR THE BENEFIT OF
AND ENFORCEABLE BY THE HOLDERS OF SUCH SENIOR INDEBTEDNESS OF SUCH GUARANTOR.
THE OBLIGATIONS HEREUNDER WITH RESPECT TO A GUARANTOR SHALL IN ALL RESPECTS RANK
PARI PASSU WITH ALL OTHER SENIOR SUBORDINATED INDEBTEDNESS OF SUCH GUARANTOR AND
SHALL RANK SENIOR TO ALL EXISTING AND