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GUARANTEE
Each
of the undersigned hereto (hereinafter referred to as the
“Guarantors”, which term includes any successor or
additional Guarantor under the Indenture (the
“Indenture”) referred to in the Note upon which
this notation is endorsed) (i) has unconditionally guaranteed
(a) the due and punctual payment of the principal of and
interest on the Notes, whether at maturity or interest payment
date, by acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on the overdue
principal of and (if lawful) interest on the Notes, (c) the
due and punctual performance of all other obligations of the
Company to the Holders or the Trustee, all in accordance with
the terms set forth in the Indenture, and (d) in case of any
extension of time of payment or renewal of any Notes or any of
such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by
acceleration or otherwise and (ii) has agreed to pay any and
all costs and expenses (including reasonable attorneys’
fees) incurred by the Trustee or any Holder in accordance with
the terms of the Indenture in enforcing any rights under this
Guarantee.
No
stockholder, officer, director, employee or incorporator, as
such, past, present or future, of the Guarantors shall have
any personal liability under this Guarantee by reason of his
or its status as such stockholder, officer, director, employee
or incorporator.
This
Guarantee 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
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