Common use of Full and Unconditional Subordinated Guarantee by Group Guarantor Clause in Contracts

Full and Unconditional Subordinated Guarantee by Group Guarantor. For value received, the Group Guarantor, subject to the subordination provisions contained in Article Twelve hereof, hereby fully and unconditionally guarantees to the Holders of the Securities and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of and interest on such Securities and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of this Indenture. In case of the failure of the Company to punctually make any such payment of Principal or interest or any such sinking fund or analogous payment, the Group Guarantor hereby agrees, subject to the subordination provisions contained in Article Twelve hereof, to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The indebtedness evidenced by this Group Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to Group Guarantor Senior Indebtedness, and this Group Guarantee is issued subject to the subordination provisions of Article Twelve hereof. Subject to the subordination provisions of Article Twelve hereof, the Group Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be full and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Securities or this Indenture, any failure to enforce the provisions of such Securities or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holders of such Securities or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Group Guarantor, increase the Principal amount of such Securities, or increase the interest rate thereon, or alter the stated maturity date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.2 of this Indenture. The Group Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Securities or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Securities and all demands whatsoever, and covenants that this Group Guarantee will not be discharged except by payment in full of the Principal of and interest on such Securities. This Group Guarantee is a guarantee of payment and not of collection. The Group Guarantor shall be subrogated to all rights of the Holders of such Securities and the Trustee against the Company in respect of any amounts paid to such Holders by the Group Guarantor pursuant to the provisions of this Group Guarantee. The Group Guarantor shall not be entitled to enforce, or to receive any payments arising out of, or based upon, such right of subrogation until the Principal of and interest on all Securities of the same series issued under this Indenture shall have been paid in full. No reference herein to this Indenture and no provision of this Group Guarantee or of this Indenture shall, subject to the subordination provisions in Article Twelve hereof, alter or impair the guarantees of the Group Guarantor, which are full and unconditional, of the due and punctual payment of the Principal of and interest on, and any sinking fund or analogous payments with respect to, the Securities.

Full and Unconditional Subordinated Guarantee by Group Guarantor. For value received, the Group Guarantor, subject to the subordination provisions contained in Article Twelve hereof, hereby fully and unconditionally guarantees to the Holders of the Securities and to the Trustee on behalf of each such Holder the due and punctual payment of the Principal of and interest on such Securities and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether on the stated maturity date, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of this Indenture. In case of the failure of the Company to punctually make any such payment of Principal or interest or any such sinking fund or analogous payment, the Group Guarantor hereby agrees, subject to the subordination provisions contained in Article Twelve hereof, to cause any such payment to be made punctually when and as the same shall become due and payable, whether on the stated maturity date or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The indebtedness evidenced by this Group Guarantee is, to the extent provided in this Indenture, subordinate and junior in right of payment to Group Guarantor Senior Indebtedness, and this Group Guarantee is issued subject to the subordination provisions of Article Twelve hereof. Subject to the subordination provisions of Article Twelve hereof, the Group Guarantor hereby agrees that its obligations hereunder shall be as if it were the principal debtor and not merely surety, and shall be full and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Securities or this Indenture, any failure to enforce the provisions of such Securities or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holders of such Securities or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Group Guarantor, increase the Principal amount of such Securities, or increase the interest rate thereon, or alter the stated maturity date thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.2 6.02 of this Indenture. The Group Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Securities or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Securities and all demands whatsoever, and covenants that this Group Guarantee will not be discharged except by payment in full of the Principal of and interest on such Securities. This Group Guarantee is a guarantee of payment and not of collection. The Group Guarantor shall be subrogated to all rights of the Holders of such Securities and the Trustee against the Company in respect of any amounts paid to such Holders by the Group Guarantor pursuant to the provisions of this Group Guarantee. The Group Guarantor shall not be entitled to enforce, or to receive any payments arising out of, or based upon, such right of subrogation until the Principal of and interest on all Securities of the same series issued under this Indenture shall have been paid in full. No reference herein to this Indenture and no provision of this Group Guarantee or of this Indenture shall, subject to the subordination provisions in Article Twelve hereof, alter or impair the guarantees of the Group Guarantor, which are full and unconditional, of the due and punctual payment of the Principal of and interest on, and any sinking fund or analogous payments with respect to, the Securities.