Common use of GUARANTY OF NOTES AND NOTE AGREEMENT Clause in Contracts

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise in federal or other immediately available funds of the United States which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer under the terms of the Notes, (3) the full and prompt performance and observance by the Issuer and the REIT Guarantor of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor under the terms of the Note Agreement and (4) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer and the REIT Guarantor pursuant to Section 12.4 or 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of this Guaranty or in any consultation or action in connection therewith or herewith.

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise in federal or other immediately available funds of the United States which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer Company under the terms of the Notes, (3) the full Notes and prompt performance and observance by the Issuer and the REIT Guarantor of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor under the terms of the Note Agreement and (43) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer and the REIT Guarantor Company pursuant to Section 12.4 or 16.1 15.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of this Guaranty or in any consultation or action in connection therewith or herewith.

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstandingoutstanding and, with respect to any Swapped Note, any Swap Breakage Loss, as and when such payments shall become due and payable whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise in federal or other immediately available funds of the United States relevant currency of payment which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer under the terms of the Notes, (3) the full and prompt performance and observance by the Issuer and the REIT Guarantor each Constituent Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor such Constituent Company under the terms of the Note Agreement and (4) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer and the REIT Guarantor Constituent Companies pursuant to Section 12.4 or Section 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of this Guaranty or in any consultation or action in connection therewith or herewith.

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the HoldersHolders of Notes, whether such Notes are issued and outstanding on the date hereof or issued from time to time after the date hereof: (1) the full and prompt payment of the principal of, Make-Whole Yield Maintenance Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Yield Maintenance Amount, if any, or interest at the rates set forth in federal the Notes and interest accruing at the then applicable rates provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in Federal or other immediately available funds of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debtsIndebtedness, (2) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer Company under the terms of the Notes, (3) the full Notes and prompt performance and observance by the Issuer and the REIT Guarantor of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor under the terms of the Note Agreement and (43) the full and prompt payment, upon demand by any Holder, of all reasonable costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer and the REIT Guarantor pursuant to Section 12.4 or 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of the Notes, the Note Agreement or under this Guaranty or in any consultation or action in connection therewith or herewithherewith and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or Note Agreement or any of the terms thereof or any other like circumstance or circumstances.

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amountpremium, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, premium, if any, or interest at the rate set forth in federal the Notes and interest accruing at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in Federal or other immediately available funds of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer Company under the terms of the Notes, (3) the full Notes and prompt performance and observance by the Issuer and the REIT Guarantor of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor under the terms of the Note Agreement and (43) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ ' fees), if any, payable by the Issuer and the REIT Guarantor pursuant to Section 12.4 or 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of the Notes, the Note Agreement or under this Guaranty or in any consultation or action in connection therewith or herewithherewith and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or Note Agreement or any of the terms thereof or any other like circumstance or circumstances.

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the Holders: (1) the full and prompt payment of the principal of, Make-Whole Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise in federal or other immediately available funds of the United States which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer under the terms of the Notes, (3) the full and prompt performance and observance by the Issuer and the REIT Guarantor each Constituent Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor such Constituent Company under the terms of the Note Agreement and (4) the full and prompt payment, upon demand by any Holder, of all costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer and the REIT Guarantor Constituent Companies pursuant to Section 12.4 or 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of this Guaranty or in any consultation or action in connection therewith or herewith.

GUARANTY OF NOTES AND NOTE AGREEMENT. (a) Each Affiliate Guarantor jointly and severally does hereby irrevocably, absolutely and unconditionally guarantee unto the HoldersHolders of Notes, whether such Notes are issued and outstanding on the date hereof or issued from time to time after the date hereof: (1) the full and prompt payment of the principal of, MakeYield-Whole Maintenance Amount, if any, Prepayment Premium, if any, Breakage Amount, if any, and interest (including, without limitation, any interest on any overdue principal, Make-Whole Amount, if any, interest accruing after the commencement of any bankruptcy or similar proceeding, and any additional interest that would accrue but for the commencement of such proceeding and, to the extent permitted by applicable law, on any overdue interest) on the Notes from time to time outstanding, as and when such payments shall become due and payable payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Yield-Maintenance Amount, if any, Prepayment Premium, if any, Breakage Amount, if any, or interest at the rates set forth in the Notes and interest accruing at the then applicable rates provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) in federal or other immediately available funds of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debtsIndebtedness, (2) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer Company under the terms of the Notes, (3) the full Notes and prompt performance and observance by the Issuer and the REIT Guarantor of each and all of the obligations, covenants and agreements required to be performed or owed by the Issuer and the REIT Guarantor under the terms of the Note Agreement and (43) the full and prompt payment, upon demand by any Holder, of all reasonable costs and expenses, legal or otherwise (including reasonable attorneys’ fees), if any, payable by the Issuer and the REIT Guarantor pursuant to Section 12.4 or 16.1 of the Note Agreement, or as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect of the Notes, the Note Agreement or under this Guaranty or in any consultation or action in connection therewith or herewithherewith and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or Note Agreement or any of the terms thereof or any other like circumstance or circumstances.