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received, the undersigned hereby, jointly and severally with all
other Guarantors of the Notes, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns, irrespective of the
validity and enforceability of the Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that:
(a) the principal of, interest, premium and Liquidated
Damages, if any, on the Notes shall be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof
and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same
shall 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. Failing payment when due of
any amount so guaranteed or any performance so guarantee
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