Guarantee of Securities. SECTION 1601 GUARANTEE. This Section 1601 and Section 1602 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise specifically established as contemplated by Section 301. The Guarantor hereby unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on and Additional Amounts with respect to such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture. The Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification, consent or indulgence granted to the Company with respect thereto, by the Holder of any Security of any series or the Trustee, 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 merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest or Additional Amounts thereon or as provided in Article IV, Section 802 or Article XIV. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Company Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantor hereby waives, in favor of the Holders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor may have against the Holder of a Security in respect of any amounts which are or may become payable by the Holder of a Security to the Company. The Guarantor shall be subrogated to all rights of each Holder of Securities against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that the 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. The Guarantee shall be governed by and construed in accordance with the laws of the State of New York. The Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under the Guaranty. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 1601 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.
Appears in 1 contract
Samples: Deere & Co
Guarantee of Securities. SECTION 1601 GUARANTEE. This Section 1601 and Section 1602 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise specifically established as contemplated by Section 301. The Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal of (including any amount due in respect of original issue discountand premium, if any) of and any premium and interest on and Additional Amounts with respect to such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by maturity or upon redemption or upon declaration of acceleration, call for redemption acceleration or otherwise, in accordance with according to the terms of such Security and of this Indenture. The Guarantor agrees that in case of default by the Company in the payment of any such principal (premium, if any) or interest, the Guarantor shall duly and punctually pay the same. The Guarantee set forth in this Section 311 is a guarantee of payment and not of collection. The Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditionalunconditional irrespective of any extension of the time for payment of any such Security, irrespective of, and shall be unaffected byany modification of any such Security, any invalidity, irregularity or unenforceability of any such Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series same or this Indenture, any waiver, modification, consent or indulgence granted to the Company with respect thereto, thereto by the Holder of any such Security of any series or the Trustee, recovery of judgment against the Company or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The 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 demand or proceeding first against the Company, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect as to any such Security except by payment in full of the principal thereof of (and any premium premium, if any) and interest or Additional Amounts thereon or as provided in Article IV, Section 802 or Article XIV. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Company Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantor hereby waives, in favor of the Holders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor may have against the Holder of a Security in respect of any amounts which are or may become payable by the Holder of a Security to the Company. The Guarantor shall be subrogated to all rights of each Holder of Securities the Holders against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of the Guarantee or this GuaranteeIndenture; PROVIDEDprovided, HOWEVERhowever, that the Guarantor shall not hereby waives any and all rights to which it may be entitled entitled, by operation of law or otherwise, upon making any payment hereunder (i) to enforcebe subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payments arising out payment in the nature of contribution or based uponfor any other reason, from any other obligor with respect to such right of subrogation payment, in each case, until the principal of (and any premium premium, if any) and interest on all the Securities of the same series and of like tenor issued hereunder shall have been paid in full. The Guarantee shall be governed Guarantor, and by and construed in accordance with its acceptance hereof each Holder, hereby confirms that it is the laws intention of all such parties that the Guarantees not constitute a fraudulent transfer or conveyance for the purposes of title 11 of the State of New York. The Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by United States Code, the Trustee Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other applicable federal, state or foreign law similar to any of the foregoing. To effectuate the foregoing intention, the Holders in enforcing any rights under and the Guaranty. No past, present or future stockholder, officer, director, employee or incorporator Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Section 311 shall have any personal liability be limited to such maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee set forth in this Section 1601 by reason of his Guarantees not constituting a fraudulent transfer or its status as such stockholder, officer, director, employee conveyance under applicable federal or incorporatorstate law. The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.
Appears in 1 contract
Samples: CTR Manufacturing Inc
Guarantee of Securities. SECTION Section 1601 GUARANTEEGuarantee. This Section 1601 and Section 1602 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise specifically established as contemplated by Section 301Sections 301 and 204. The Guarantor hereby fully and unconditionally guarantees to the Trustee and each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on and Additional Amounts with respect to such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of this Indenture and the full and punctual payment of all other amounts payable by the Company under this Indenture. The Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute absolute, irrevocable by the Guarantor and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this IndentureIndenture or to bring any action to enforce the same, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification, consent or indulgence granted to the Company with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium premium, interest and interest or Additional Amounts (if any) thereon or as provided in Article IV, Section 802 or Article XIV. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Company Security, in whole or in part, is rescinded or reduced in amount or must otherwise be restored or returned to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantor hereby waives, in favor of the Holders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor may have against the Holder of a Security in respect of any amounts which are or may become payable by the Holder of a Security to the Company. The Guarantor shall be subrogated to all rights of each Holder of Securities against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; PROVIDEDprovided, HOWEVERhowever, that the 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 any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full. The Guarantee shall be governed by and construed in accordance with the laws of the State of New York. The Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys' β fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under the GuarantyGuarantee. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 1601 by reason of his or its status as such stockholder, officer, director, employee or incorporator. The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.
Appears in 1 contract
Guarantee of Securities. SECTION 1601 GUARANTEE. This Section 1601 and Section 1602 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise specifically established as contemplated by Section 301. (a) The Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal of and interest (including any amount due in respect of original issue discountAdditional Amounts, if any) of and any premium and interest on and Additional Amounts with respect to such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such SecuritySecurities, when and as the same shall become due and payable, whether at the Stated Maturity, by maturity or upon redemption or upon declaration of acceleration, call for redemption acceleration or otherwise, in accordance with according to the terms of such Security Securities and of this Indenture. The Guarantor agrees that in case of default by the Company in the payment of any such principal or interest (including Additional Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantee set forth in this Section 2.5 is a Guarantee of payment and not of collection. The Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditionalunconditional irrespective of any extension of the time for payment of any such Securities, irrespective of, and shall be unaffected byany modification of any such Security, any invalidity, irregularity or unenforceability of any Security of any series such Securities or this Indenture, any failure to enforce the provisions of any Security of any series same or this Indenture, any waiver, modification, consent or indulgence granted to the Company with respect thereto, thereto by the Holder of any such Security of any series or the Trustee, Trustee or any other circumstances which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. The 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 demand or proceeding first against the Company, the benefit of discussion, protest or notice with respect to any such Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect as to any such Security except by payment in full of the principal thereof and any premium of and interest or (including Additional Amounts thereon or as provided in Article IV, Section 802 or Article XIV. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby. This Guarantee shall continue to be effective or be reinstated, as the case may beAmounts, if at any time payment any) on any Company such Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise. The Guarantor hereby waives, in favor of the Holders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor may have against the Holder of a Security in respect of any amounts which are or may become payable by the Holder of a Security to the Company. The Guarantor shall be subrogated to all rights of each Holder of Securities the Holders against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of the Guarantee or this GuaranteeIndenture; PROVIDEDprovided, HOWEVERhowever, that the Guarantor shall not hereby waives any and all rights to which it may be entitled entitled, by operation of law or otherwise, upon making any payment hereunder (i) to enforcebe subrogated to the rights of a Holder against the Company with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payments arising out payment in the nature of contribution or based uponfor any other reason, from any other obligor with respect to such right of subrogation payment, in each case, until the principal of and any premium and interest (including Additional Amounts, if any) on all the Securities of the same series and of like tenor issued hereunder shall have been paid in full. The Guarantee shall be governed Guarantor, and by and construed in accordance with its acceptance hereof each Holder, hereby confirms that it is the laws intention of all such parties that the Guarantees not constitute a fraudulent transfer of conveyance for the purposes of title 11 of the State of New York. The Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by United States Code, the Trustee Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other applicable federal, state or foreign law similar to any of the foregoing. To effectuate the foregoing intention, the Holders in enforcing any rights under and the Guaranty. No past, present or future stockholder, officer, director, employee or incorporator Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Section 2.5 shall have any personal liability be limited to such maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee set forth in this Section 1601 by reason of his Guarantees not constituting a fraudulent transfer or its status as such stockholder, officer, director, employee conveyance under applicable federal or incorporatorstate law. The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.
Appears in 1 contract
