Contract
Exhibit
10.10
This
CONTINUING UNCONDITIONAL GUARANTEE (this “Guarantee”), dated as
of September 1, 2010, is made by MEDPRO SAFETY PRODUCTS, INC., a Nevada
corporation (“Guarantor”), to U.S.
BANK NATIONAL ASSOCIATION, as trustee under the Indenture hereinafter described
(together with its successor and assigns, the “Trustee”), for the
benefit of the Trustee and the Noteholders.
W I T N E S S E T H
:
WHEREAS,
MedPro Investments, LLC, a Delaware limited liability company (“Issuer”), is entering
into that certain Indenture, dated as of the date hereof (as the same may be
amended, modified, supplemented or restated from time to time, the “Indenture”), with
Trustee pursuant to which Issuer is concurrently issuing its MedPro Investments
Senior Secured 14% Notes due 2016 (the “Notes”) (all
capitalized terms used herein shall have the same meaning as ascribed to them in
the Indenture unless otherwise expressly stated); and
WHEREAS,
the purchasers of the Notes (“Initial Purchasers”)
have required that Guarantor execute and deliver this Guarantee to Trustee, for
the benefit of the Trustee, Initial Purchasers and any Person to whom the Notes
are transferred in accordance with the Indenture (collectively, “Noteholders”), as a
condition precedent to the purchase of the Notes; and
WHEREAS,
Guarantor is the sole member of Issuer and will directly or indirectly receive
certain benefits from the credit accommodations hereinabove described and is
therefore willing to guaranty the prompt payment and performance of the
Obligations (as such term is hereinafter defined) of Issuer, on the terms set
forth in this Guarantee.
NOW,
THEREFORE, for value received and in consideration of the purchase of the Notes
by Initial Purchasers, the undersigned unconditionally guarantees (i) the
full and prompt payment when due, whether at maturity or earlier, by reason of
acceleration or otherwise, and at all times thereafter, of all of the
indebtedness and obligations of every kind and nature of Issuer under the Notes
owing to the Noteholders, including, without limitation, with respect to the
payment of principal, interest, and collection costs owing under the Notes and
under the Indenture with the other Transaction Documents to which the Issuer is
party (all such indebtedness and obligations being hereinafter referred to as
the “Obligations”). Guarantor
further agrees to pay all out-of-pocket costs and expenses, including, without
limitation, all court costs, costs of settlement and reasonable attorneys’ and
paralegals’ fees paid or incurred by Trustee or any Noteholder in collecting or
enforcing, or the prosecution or preservation of any rights under, all or any
part of the Obligations from, or in prosecuting or otherwise enforcing any
action against, Guarantor, including under this Guarantee and the other
Transaction Documents (together with the Obligations, the “Guaranteed
Obligations”). The term “Guaranteed Obligations” is
used herein in its most comprehensive sense and includes any and all Obligations
of the Issuer in respect of notes, borrowings, loans, debts, interest, fees,
costs, expenses (including, without limitation, legal fees and expenses of
counsel and allocated costs of internal counsel), indemnities and liabilities of
whatsoever nature now or hereafter made, incurred or created, whether absolute
or contingent, liquidated or unliquidated, whether due or not due, and however
arising under or in connection with Notes, Indenture and the other Transaction
Documents.
All
amounts payable by Guarantor under this Guarantee shall be payable upon demand
by Trustee or any Noteholder and shall be made in lawful money of the United
States, in immediately available funds.
Any
interest on any portion of the Guaranteed Obligations that accrues after the
commencement of any proceeding, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of Issuer (or, if interest on any portion of the Guaranteed Obligations ceases
to accrue by operation of law by reason of the commencement of said proceeding,
such interest as would have accrued on such portion of the Guaranteed
Obligations if said proceeding had not been commenced) shall be included in the
Guaranteed Obligations because it is the intention of Guarantor, the Trustee and
the Noteholders that the Guaranteed Obligations should be determined without
regard to any rule of law or order that may relieve Guarantor or Issuer of any
portion of such Guaranteed Obligations.
In the
event that all or any portion of the Guaranteed Obligations is paid by Issuer,
the obligations of Guarantor hereunder shall continue and remain in full force
and effect or be reinstated, as the case may be, in the event that all or any
part of such payment(s) is rescinded or recovered directly or indirectly from
Trustee or any other Noteholder as a preference, fraudulent transfer or
otherwise, and any such payments that are so rescinded or recovered shall
constitute Guaranteed Obligations.
Upon the
failure of Issuer to pay any of the Guaranteed Obligations when and as the same
shall become due, Guarantor will upon demand pay, or cause to be paid, in cash,
to Trustee for the ratable benefit of Noteholders, an amount equal to the
aggregate of the unpaid Guaranteed Obligations.
SECTION
1. No
Fraudulent Conveyance. Notwithstanding any provision of this
Guarantee to the contrary, it is intended that this Guarantee, and any
Encumbrances granted by Guarantor to secure this Guarantee, do not constitute a
“Fraudulent Conveyance” (as defined below). Consequently, Guarantor
agrees that if this Guarantee, or any Encumbrances securing this Guarantee,
would, but for the application of this sentence, constitute a Fraudulent
Conveyance, this Guarantee and each such Encumbrance shall be valid and
enforceable only to the maximum extent that would not cause this Guarantee or
such Encumbrance to constitute a Fraudulent Conveyance, and this Guarantee or
the Transaction Documents providing for such Encumbrance shall automatically be
deemed to have been amended accordingly at all relevant times. For
purposes hereof, “Fraudulent
Conveyance” means a fraudulent conveyance under Section 548 of the
Bankruptcy Code (as hereinafter defined) or a fraudulent conveyance or
fraudulent transfer under the provisions of any applicable fraudulent conveyance
or fraudulent transfer law or similar law of any state, nation or other
governmental unit, as in effect from time to time.
SECTION
2. Unconditional
Guaranty. Guarantor hereby agrees that its obligations under
this Guarantee shall be unconditional, irrespective of any condition or
circumstance, including, without limitation, (i) the validity or
enforceability of the Obligations or any part thereof, or of the Notes or any
other document evidencing all or any part of the Obligations, (ii) the
absence of any attempt to collect from Issuer or any other guarantor or Person
of all or any part of the Obligations or other action to enforce the same,
(iii) the waiver, modification, extension, amendment or consent by Trustee
or Noteholders with respect to any provision of any instrument evidencing the
Obligations, or any part thereof, or any other agreement heretofore, now or
hereafter executed by Issuer or any other guarantor or Person of all or any part
of the Obligations, and delivered to Trustee, (iv) failure by Trustee to
take any steps to perfect and maintain its security interest in, or to preserve
its rights to, any security or collateral for the Obligations or any guarantee
or other agreement, (v) the existence or nonexistence of any defenses which may
be available to Issuer or any other guarantor or Person of all or any part of
the Obligations, (vi) the institution of any proceeding under Chapter 11 of
Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the
“Bankruptcy
Code”), or any similar proceeding, by or against any of Issuer or any
other guarantor or Person or Trustee’s election in any such proceeding of the
application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any
borrowing or grant of a security interest by Issuer, as debtor-in-possession,
under Section 364 of the Bankruptcy Code (or use of cash collateral under
Section 363 of the Bankruptcy Code), (viii) the disallowance, under Section
502 of the Bankruptcy Code, of all or any portion of Trustee’s or any
Noteholder’s claim(s) for repayment of the Obligations, (ix) any assignment
or other transfer of the Issuer’s interest or any assumption of the Issuer’s
obligations under the Notes, the Indenture or any
Transaction Document or (x) any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
guarantor.
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SECTION
3. Waiver. Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of receivership or bankruptcy of Issuer or other guarantors
or Persons, protest or notice with respect to the Obligations and all demands
whatsoever, and covenants that this Guarantee will not be discharged, except by
complete and indefeasible payment and performance of the Guaranteed
Obligations. Guarantor further waives notice of (i) acceptance
of this Guarantee, (ii) the existence or incurring from time to time of any
Obligations guaranteed hereunder, (iii) the existence of any Default or Event of
Default, the making of demand, nonpayment, or the taking of any action by
Trustee or any Noteholder, under the Indenture or any of the other Transaction
Documents, (iv) the benefit of any statute of limitations and (v) default and
demand hereunder. Upon the occurrence and during the continuance of
any Event of Default, Trustee may, at its sole election, proceed directly and at
once, without notice, against Guarantor to collect and recover the full amount
or any portion of the Obligations, without first proceeding against Issuer or
any other guarantor or Person, or against any security or collateral for the
Obligations. Guarantor’s obligations hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason,
including, without limitation, any claim of waiver, release, surrender,
attention or compromise and shall not be subject to, and the Guarantor hereby
irrevocably waives, any defense or set-off, counterclaim, recoupment, or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of Guarantor’s obligations hereunder or
otherwise. Guarantor agrees that this Guarantee constitutes a
guarantee of payment when due and not of collection.
SECTION
4. Authorization. Each
of the Trustee and each Noteholder is hereby authorized, without notice or
demand and without affecting the liability of Guarantor hereunder, at any time
and from time to time to (i) renew, extend, accelerate or otherwise change
the time for payment of, or other terms relating to, the Obligations or
otherwise modify, amend or change the terms of the Notes or other agreement,
document or instrument now or hereafter executed by Issuer or any other
guarantor or Person; (ii) accept partial payments on the Obligations;
(iii) take and hold security or collateral for the payment of the
Obligations guaranteed hereby, or for the payment of this Guarantee, or for the
payment of any other guaranties of the Obligations, and exchange, enforce, waive
and release any such security or collateral; (iv) apply such security or
collateral and direct the order or manner of sale or other disposition thereof
as in its discretion it may determine; and (v) settle, release, compromise,
collect or otherwise liquidate the Obligations and any security or collateral
therefor in any manner, without affecting or impairing the obligations of
Guarantor hereunder. The time and manner of application of any
payments or credits, whether received from Issuer or any other source, shall be
made by Trustee in accordance with the Indenture. All such payments
and credits may be applied, reversed and reapplied, in whole or in part, to any
of the Obligations as Trustee shall determine in its discretion without
affecting the validity or enforceability of this Guarantee.
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SECTION
5. Guarantor’s
Responsibility. Guarantor hereby assumes responsibility for
keeping itself informed of the financial condition of Issuer and any and all
endorsers and/or other guarantors of any instrument or document evidencing all
or any part of the Obligations and of all other circumstances bearing upon the
risk of nonpayment of the Obligations or any part thereof, and Guarantor hereby
agrees that neither Trustee nor any Noteholder shall have any duty to advise
Guarantor of information known to Trustee or such Noteholder regarding such
condition or any such circumstances or to undertake any
investigation. If Trustee or any Noteholder, in its discretion,
undertakes at any time or from time to time to provide any such information to
Guarantor, neither Trustee nor such Noteholder shall be under any obligation to
update any such information or to provide any such information to Guarantor on
any subsequent occasion. Guarantor further acknowledges that
Guarantor has examined or had the opportunity to examine the Indenture and the
other Transaction Documents, and waives any defense which may exist resulting
from Guarantor’s failure to receive or examine at any time the Indenture or the
other Transaction Documents.
SECTION
6. Consent. Guarantor
consents and agrees that neither Trustee nor any Noteholder shall be under any
obligation to marshal any assets in favor of Guarantor or against or in payment
of any or all of the Obligations. Guarantor further agrees that, to the extent
that Issuer, Guarantor or any other Person makes a payment or payments to
Trustee or a Noteholder, or Trustee or a Noteholder receives any proceeds of
collateral, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid or otherwise repaid to Issuer, its estates, trustees,
receivers or any other Person, including, without limitation, Guarantor,
including under any bankruptcy law, state or federal law, common law or
equitable theory, then to the extent of such payment or repayment, the
Obligations or the part thereof which has been paid, reduced or satisfied by
such amount, and Guarantor’s obligations hereunder with respect to such portion
of the Obligations, shall be reinstated and continued in full force and effect
as of the date such initial payment, reduction or satisfaction
occurred.
SECTION
7. Binding
on Assigns. This Guarantee shall be binding upon Guarantor and
upon its successors (including, without limitation, any receiver, trustee or
debtor-in-possession of or for Guarantor) and assigns of Guarantor, and shall
inure to the benefit of Trustee and its successors and assigns; provided, however, that
Guarantor’s obligations hereunder may not be delegated or assigned without
Trustee’s prior written consent.
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SECTION
8. Representations and
Warranties. Guarantor represents and warrants (which
representations and warranties shall survive the execution and delivery hereof)
to Trustee and Noteholders that:
(a) Guarantor
has been duly organized and is validly existing as a corporation in good
standing under the laws of the State of Nevada and has all licenses, permits,
franchises and governmental authorizations necessary to carry on its business as
now being conducted and shall appoint and employ agents or attorneys in each
jurisdiction where it shall be necessary to take action under this Guarantee and
the other Transaction Documents to which it is party. Guarantor is
duly licensed or qualified to do business as a foreign corporation in good
standing in each jurisdiction in which such qualification is required by
law. Guarantor has the full corporate power and authority to own the
property it purports to own, to carry on its business as presently conducted and
as proposed to be conducted and to execute, deliver and perform this Guarantee
and the other Transaction Documents to which it is party.
(b) The
consummation of the transactions contemplated hereby has been duly and validly
authorized by Guarantor. Guarantor has full corporate power to
execute and deliver this Guarantee and the other Transaction Document to which
it is party and to perform its obligations hereunder and
thereunder. This Guarantee and each of the other Transaction
Documents to which it is party has been duly authorized, executed and delivered
by Guarantor. This Guarantee and each of the other Transaction
Documents to which it is party constitutes a legal, valid and binding obligation
of Guarantor enforceable against Guarantor in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
moratorium or other similar laws affecting creditors’ rights generally and
except as enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity). All requisite corporate
action has been taken by Guarantor to make this Guarantee and the other
Transaction Documents to which it is party valid and binding upon
Guarantor.
(c) No
consent of any other party (including, without limitation, shareholders,
directors or creditors of Guarantor) and no government approval is required
which has not been obtained (i) for the execution, delivery and performance by
Guarantor of this Guarantee and each other Transaction Document to which it is a
party, or (ii) or the exercise by Trustee or any Noteholder of the rights
provided for in this Guarantee or the other Transaction Documents.
(d) The
execution, delivery and performance of this Guarantee and the other Transaction
Documents to which it is party and the consummation of the transactions
contemplated by this Guarantee and such other Transaction Documents do not (i)
violate the provisions of the articles of incorporation or bylaws (or
equivalents thereof) of Guarantor, (ii) violate the provisions of any law
(including, without limitation, any usury law), regulation or order of any
government authority applicable to Guarantor, (iii) result in a breach of,
or constitute a default under, any material agreement relating to the management
or affairs of Guarantor, or any indenture or loan agreement or any other
agreement, lease or instrument to which Guarantor is a party or by which
Guarantor or any of its properties may be bound (which default or breach has not
been permanently waived by the other party to such document) or (iv) result in
or create any Encumbrance under, or require any consent which has not been
obtained under, any indenture (including the Indenture) or loan agreement or any
other agreement, instrument or document or the provisions of any order, writ,
judgment, injunction, decree, determination or award of any government
authority, binding upon Guarantor or any of its properties.
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(e) There
are no proceedings and there is no action, suit or proceeding at law or in
equity or by or before any government authority, arbitral tribunal or other body
now pending against Guarantor or, to the best knowledge of Guarantor, threatened
against Guarantor which questions the validity or legality of or seeks damages
in connection with this Guarantee or the other Transaction Documents to which
Guarantor is party or which seeks to prevent the consummation of any of the
transactions contemplated by this Guarantee or any other Transaction
Document.
(f) It
is in Guarantor’s direct interest to assist Issuer in procuring credit because
Guarantor has a direct investment in or business relationship with
Issuer.
SECTION
9. Continuation. This
Guarantee shall continue in full force and effect (and may not be revoked or
terminated) until such time as Trustee has, in writing, notified Guarantor that
all of the Obligations have been indefeasibly paid and satisfied in full and the
Indenture has been terminated.
SECTION
10. Subrogation. Guarantor
shall not at any time exercise any and all rights of any nature of guarantor to
subrogation, contribution, reimbursement or indemnity and any right of Guarantor
to recourse to any assets or property of, or payment from, Issuer or any other
guarantor or Person of all or any part of the Obligations as a result of any
payments made or to be made hereunder for any reason, unless and until all of
the Obligations have been indefeasibly paid and satisfied in
full. Any payments received by Guarantor in violation of this Section
shall be held in trust for and immediately remitted to Trustee.
SECTION
11. Subordination. The
payment of any and all of indebtedness, liabilities and obligations of Issuer to
Guarantor of every kind or nature, whether joint or several, due or to become
due, absolute or contingent, now existing or hereafter arising, and whether
principal, interest, fees, costs, expenses or otherwise (collectively, the
“Subordinated
Debt”), is expressly subordinated to the Obligations. So long
as any Obligations remain outstanding and the Indenture has not been terminated,
no payment of any kind (by voluntary payment, prepayment, acceleration, setoff
or otherwise) of any portion of the Subordinated Debt may be made by Issuer or
received or accepted by Guarantor at any time. Until such time as the
Obligations have been indefeasibly paid and satisfied in full and the Indenture
has been terminated, Guarantor will not (i) obtain any Encumbrance on any
property of Issuer to secure the Subordinated Debt, or (ii) make demand for
payment of the Subordinated Debt or commence any lawsuit, action or proceeding
of any kind against Issuer to recover all or any part of the Subordinated
Debt. Any payments received by Guarantor in violation of this Section
shall be held in trust for and immediately remitted to Trustee.
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SECTION
12. GOVERNING
LAW. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
SECTION
13. CONSENT TO JURISDICTION;
SERVICE OF PROCESS; JURY TRIAL WAIVER. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS GUARANTEE OR ANY DOCUMENT RELATED HERETO MAY BE
BROUGHT IN THE COURTS OF THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
GUARANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS. GUARANTOR AND THE TRUSTEE ON BEHALF OF ITSELF AND THE NOTEHOLDERS HEREBY
IRREVOCABLY WAIVE TRIAL BY JURY, AND GUARANTOR HEREBY IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS. GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE SENDING OF COPIES THEREOF BY FEDERAL EXPRESS OR OTHER OVERNIGHT COURIER
COMPANY, TO GUARANTOR AT GUARANTOR’S ADDRESS IN ACCORDANCE WITH SECTION [12.5]
OF THE INDENTURE, SUCH SERVICE TO BECOME EFFECTIVE FOUR DAYS AFTER DELIVERY TO
SUCH COURIER COMPANY. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE
OR ANY NOTEHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER
JURISDICTION.
SECTION
14. Entire
Agreement; Severability. This Guarantee represents the entire
understanding and agreement between Guarantor, on the one hand, and Trustee and
Noteholders, on the other hand, with respect to the subject matter contained
herein, and there are no other existing agreements or understandings, whether
oral or written, between or among such parties as to such subject
matter. Wherever possible, each provision of this Guarantee shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guarantee shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Guarantee.
SECTION
15. Cumulative Remedies;
Amendments. All rights and remedies hereunder and under the
Indenture and the other Transaction Documents are cumulative and not
alternative, and Trustee and each Noteholder may proceed in any order from time
to time against Issuer, Guarantor or any other guarantor of all or any part of
the Obligations and their respective assets. Neither Trustee nor any
Noteholder shall have any obligation to proceed at any time or in any manner
against, or exhaust any or all of Trustee’s or any Noteholder’s rights against,
Issuer or any other guarantor or other Person of all or any part of the
Obligations prior to proceeding against Guarantor hereunder. No
failure or delay on the part of Trustee or any Noteholder in the exercise of any
power, right or privilege shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or
privilege. No amendment, modification or waiver of any provision of
this Guarantee, or consent to any departure by Guarantor therefrom, shall be
effective unless the same shall be in writing and signed by Trustee and
Guarantor. Each amendment, modification or waiver shall be effective
only in the specific instance and for the specific purpose for which it was
given.
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SECTION
16. Counterparts;
Effectiveness. This Guarantee and any amendments, waivers,
consents or supplements may be executed in counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This
Guarantee shall become effective upon the execution and delivery of a
counterpart hereof by each of the parties hereto.
SECTION
17. Covenants. Guarantor
agrees that, so long as any part of the Guaranteed Obligations shall remain
unpaid, Guarantor will perform or observe, and cause its Subsidiaries to perform
or observe, all of the terms, covenants and agreements that the Transaction
Documents state that the Guarantor is to perform or observe or that Issuer is to
cause Guarantor to perform or observe.
SECTION
18. Trustee.
(a) Trustee
has been appointed to act as Trustee hereunder by the
Noteholders. Trustee shall have the right hereunder, to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take
or refrain from taking any action, solely in accordance with this Guarantee and
the Indenture; provided that Trustee shall exercise, or refrain from exercising,
any remedies under or with respect to this Guarantee in accordance with the
Indenture.
(b) Trustee
shall at all times be the same Person that is Trustee under the
Indenture. Written notice of resignation by Trustee pursuant to
Section 7.1 of the Indenture shall also constitute notice of resignation as
Trustee under this Guarantee; removal of Trustee pursuant to Section 7.1 of the
Indenture shall also constitute removal as Trustee under this Guarantee; and
appointment of a successor Trustee pursuant to Section 7.2 of the Indenture
shall also constitute appointment of a successor Trustee under this
Guarantee. Upon the acceptance of any appointment as Trustee under
Section 7.2 of the Indenture by successor Trustee, that successor Trustee shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Trustee under this Guarantee.
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IN
WITNESS WHEREOF, this Guarantee has been duly executed by the undersigned as of
September 1, 2010.
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By:
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/s/
Xxxx X. Xxx
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Name: Xxxx
X. Xxx
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Title: VP
Finance and Chief Financial Officer
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Signature
Page to Continuing Unconditional Guarantee
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Accepted
as of the day and year first above
written:
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U.S. BANK
NATIONAL ASSOCIATION,
as
initial Trustee
By: /s/
Alison X.X. Xxxxxx
Name: Alison
X.X. Xxxxxx
Title:
Vice
President
Signature
Page to Continuing Unconditional Guarantee
