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Exhibit 4.4
GUARANTEE OF
THE PNC FINANCIAL SERVICES GROUP, INC.
FOR VALUE RECEIVED, THE PNC FINANCIAL SERVICES GROUP, INC.
(formerly known as PNC Financial Corp and PNC Bank Corp.), a
corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the "Guarantor"),
hereby unconditionally guarantees to the holder of the Security
upon which this Guarantee is endorsed the due and punctual payment
of the principal and interest on said Security, when and as the
same shall become due and payable, whether by declaration thereof
or otherwise, according to the terms thereof and of the Indenture
referred to therein. In case of default by PNC Funding Corp (herein
called the "Company") in the payment of any such principal or
interest, the Guarantor agrees duly and punctually to pay the
same.
The Guarantor hereby agrees that its obligations hereunder shall
be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of
said Security or said Indenture, any failure to enforce the
provisions of said Security or said Indenture, or any waiver,
modification or indulgence granted to the Company with respect
thereto, by the holder of said Security or the Trustee under said
Indenture or any other circumstances which may otherwise constitute
a legal or equitable discharge of a surety or guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of a merger or
bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to said
Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the principal of and
premium, if any, and interest on said Security.
The obligations of the Guarantor evidenced by this Guarantee
are, to
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