NOTES WILL 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
COMPANY TO THE HOLDERS OR THE TRUSTEE HEREUNDER OR THEREUNDER WILL BE PROMPTLY
PAID IN FULL OR PERFORMED, ALL IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF;
AND
(2) IN CASE OF ANY EXTENSION OF TIME OF PAYMENT OR RENEWAL OF ANY NOTES OR ANY
OF SUCH OTHER OBLIGATIONS, THAT 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.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately.
Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.
(B)
THE GUARANTORS HEREBY AGREE THAT THEIR OBLIGATIONS HEREUNDER ARE
UNCONDITIONAL, IRRESPECTIVE OF THE VALIDITY, REGULARITY OR ENFORCEABILITY OF THE
NOTES OR THIS INDENTURE, THE ABSENCE OF ANY ACTION TO ENFORCE THE SAME, ANY
WAIVER OR CONSENT BY ANY HOLDER OF THE NOTES WITH RESPECT TO ANY PROVISIONS
HEREOF OR THEREOF, THE RECOVERY OF ANY JUDGMENT AGAINST THE COMPANY, ANY ACTION
TO ENFORCE THE SAME OR ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A
LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A
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guarantor.
Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Guarantee will
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.
(C)
IF ANY HOLDER OR THE TRUSTEE IS REQUIRED BY ANY COURT OR OTHERWISE TO
RETURN TO THE COMPANY, THE GUARANTORS OR ANY CUSTODIAN, TRUSTEE, LIQUIDATOR OR
OTHER SIMILAR OFFICIAL ACTING IN RELATION TO EITHER THE COMPANY OR THE
GUARANTORS, ANY AMOUNT PAID BY EITHER TO THE TRUSTEE OR SUCH HOLDER, THIS
GUARANTEE, TO THE EXTENT THERETOFORE DISCHARGED, WILL BE REINSTATED IN FULL
FORCE AND EFFECT.
(D)
EACH GUARANTOR AGREES THAT IT WILL NOT BE ENTITLED TO ANY RIGHT OF
SUBROGATION IN RELATION TO THE HOLDERS IN RESPECT OF ANY OBLIGATIONS GUARANTEED
HEREBY UNTIL PAYMENT IN FULL OF ALL OBLIGATIONS GUARANTEED HEREBY.
EACH
GUARANTOR FURTHER AGREES THAT, AS BETWEEN THE GUARANTORS, ON THE ONE HAND, AND
THE HOLDERS AND THE TRUSTEE, ON THE OTHER HAND, (1) THE MATURITY OF THE
OBLIGATIONS GUARANTEED HEREBY MAY BE ACCELERATED AS PROVIDED IN ARTICLE 6 HEREOF
FOR THE PURPOSES OF THIS GUARANTEE NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER
PROHIBITION PREVENTING SUCH ACCELERATION IN RESPECT OF THE OBLIGATIONS
GUARANTEED HEREBY, AND (2) IN THE EVENT OF ANY DECLARATION OF ACCELERATION OF
SUCH OBLIGATIONS AS PROVIDED IN ARTICLE 6 HEREOF, SUCH OBLIGATIONS (WHETHER