Note Guarantees. Subject to this Article 10, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated 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 Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall 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, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee 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 Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the even...
Note Guarantees. Section 10.01 Guarantee 84 Section 10.02 Limitation on Guarantor Liability 85 Section 10.03 Execution and Delivery of Note Guarantee 85 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 86 Section 10.05 Releases 86
Note Guarantees. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee.
(b) In no event shall the Trustee or the Holders be obligated to take any action, obtain any judgment or file any claim prior to enforcing or exercising any rights under any Note Guarantee.
(c) Each Note Guarantor further agrees that its Note Guarantee constitutes an absolute and unconditional and continuing guarantee. Each Note Guarantor hereby waives, to the extent permitted by law:
(i) any claim as to the legality, validity, regularity or enforceability of this Indenture, the Notes or any other agreement;
(ii) any claim as to the lack of authority of the Issuer to execute or deliver this Indenture, the Notes or any other agreement;
(iii) diligence, presentation to, demand of payment from and protest to the Issuer of any of the Obligations and notice of protest for nonpayment;
(iv) the occurrence of any Default or Event of Default under this Indenture, the Notes or any other agreement;
(v) notice of any Default or Event of Default under this Indenture, the Notes or any other agreement;
(vi) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement;
(vii) any extension or renewal of the Obligations, this Indenture, the Notes or any other agreement;
(viii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(ix) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Issuer;
(x) any setoff, counterclaim, recoupment, termination or defense of any kind or nature which may be available to or asserted by any Note Guarantor or the Issue...
Note Guarantees. This Note will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.
Note Guarantees. Section 10.01. Guarantee............................................... 83 Section 10.02. Limitation on Guarantor Liability....................... 84 Section 10.03. Execution and Delivery of Note Guarantee................ 85 Section 10.04. Guarantors May Consolidate, etc., on Certain Terms...... 85 Section 10.05. Releases................................................ 86
Note Guarantees. Section 10.01 Guarantee. 93 Section 10.02 Limitation on Guarantor Liability. 94 Section 10.03 Execution and Delivery of Note Guarantee Notation. 94 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 95 Section 10.05 Releases. 95 Section 11.01 Satisfaction and Discharge. 96 Section 11.02 Application of Trust Money. 97
Note Guarantees. Section 11.1. Note Guarantees 79 Section 11.2. Termination, Release and Discharge 81 Section 11.3. Right of Contribution 81 Section 11.4. No Subrogation 81 Section 11.5. Additional Note Guarantees 81 Section 12.1. Agreement to Subordinate 82 Section 12.2. Liquidation, Dissolution, Bankruptcy 82 Section 12.3. Default on Designated Senior Indebtedness of Restricted Subsidiaries 82 Section 12.4. Demand for Payment 83 Section 12.5. When Distribution Must Be Paid Over 83 Section 12.6. Subrogation 83 Section 12.7. Relative Rights 83 Section 12.8. Subordination May Not Be Impaired by Restricted Subsidiaries 84 Section 12.9. Rights of Trustee and Paying Agent 84 Section 12.10. Distribution or Notice to Representative 84 Section 12.11. Article XII Not to Prevent Defaults Under the Note Guarantees or Limit Right To Demand Payment 84 Section 12.12. Trustee Entitled to Rely 84 Section 12.13. Trustee to Effectuate Subordination 85 Section 12.14. Trustee Not Fiduciary for Holders of Senior Indebtedness of Restricted Subsidiaries 85 Section 12.15. Reliance by Holders of Senior Indebtedness on Subordination Provisions 85 Section 13.1. Collateral Documents 85 Section 13.2. Suits to Protect the Collateral 86 Section 13.3. Possession of the Collateral 86 Section 13.4. Authorization of Actions To Be Taken by the Trustee Under the Collateral Documents 86 Section 13.5. Authorization of Receipt and Distribution of Funds by the Trustee 86 Section 13.6. Release of Collateral; Termination of Security Interest 86 Section 13.7. Instructions under the Collateral Documents 87 Section 13.8. Certificates of the Company 87 Section 13.9. Execution of Release by Trustee 88 Section 13.10. Recording and Opinions 89 Section 14.1. Trust Indenture Act Controls 89 Section 14.2. Notices 89 Section 14.3. Communication by Holders with Other Holders 90 Section 14.4. Certificate and Opinion as to Conditions Precedent 90 Section 14.5. Statements Required in Certificate or Opinion 90 Section 14.6. Rules by Trustee, Paying Agent and Rxxxxxxxx 00 Section 14.7. Legal Holidays 91 Section 14.8. Governing Law, etc 91 Section 14.9. No Recourse Against Others 92 Section 14.10. Successors 92 Section 14.11. Duplicate and Counterpart Originals 92 Section 14.12. Severability 93 Section 14.13. Conversion of Currency 93 Section 14.14. Table of Contents; Headings 93 INDENTURE, dated as of [●], 2007, between Grupo Iusacell Celular, S.A. de C.V., a Mexican sociedad anónima de capital variable (the “Company”), the Restri...
Note Guarantees. Section 10.01 Guarantee 98 Section 10.02 Limitation on Guarantor Liability 99 Section 10.03 Execution and Delivery of Note Guarantee 99
Note Guarantees. Section 11.01 Guarantee Section 11.02 Limitation on Guarantor Liability
Note Guarantees. Payment of principal of, premium, if any, and interest (including interest on overdue principal, if any, and interest, if lawful) on the Notes is guaranteed on an unsecured, senior basis by the Subsidiary Guarantors pursuant to Article XII of the Indenture.
