Notes Guarantee. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder 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 Issuer hereunder or thereunder, that (1) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at 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 Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) 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 by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, 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 Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.06.
(c) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred b...
Notes Guarantee. The Operating Partnership shall have duly executed the Notes, and the Company shall have duly executed the Guarantee of the Notes, in each case in the form required pursuant to the Indenture.
Notes Guarantee. The Guaranteeing Subsidiary hereby agrees as of the date hereof to be a Notes Guarantor under the Indenture, with the rights, obligations and duties of a Notes Guarantor thereunder as if the Guaranteeing Subsidiary were a Notes Guarantor and had executed the Indenture as a Notes Guarantor.
Notes Guarantee. 94 SECTION 10.02. Subrogation..............................................................95 SECTION 10.03. Limitation of Guarantee .................................................95 SECTION 10.04. Notation Not Required....................................................95 SECTION 10.05. Successors and Assigns ..................................................95 SECTION 10.06. No Waiver................................................................95 SECTION 10.07. Modification ............................................................96
Notes Guarantee. 4.1 Status of the Notes Guarantee of each Initial Guarantor Each of the Initial Guarantors has agreed (and each of the Additional Guarantors will agree), in the Notes Guarantee, unconditionally and irrevocably, to the maximum extent permitted by law, to guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of the Notes (subject to the right of the Issuer to issue Additional Notes in lieu of cash interest in accordance with Condition 7.2). Each Notes Guarantee constitutes a direct, unconditional and unsubordinated obligation of each Guarantor and is secured in the manner set out in Condition 5. Each Notes Guarantee ranks equally with all other secured and unsubordinated obligations of the Guarantor from time to time outstanding and senior in right of payment to all obligations of the Guarantor that are expressly subordinated in right of payment to the Notes.
Notes Guarantee. 102 SECTION 10.02. Subrogation .............................................................................................. 103 SECTION 10.03. Release of Guarantees .............................................................................. 103 SECTION 10.04. Limitation and Effectiveness of Guarantees ............................................ 104
Notes Guarantee. 4.1 Status of the Notes Guarantee of each Initial Guarantor
(a) Each of the Initial Guarantors has agreed (and each of the Additional Guarantors will agree), in the Notes Guarantee, unconditionally and irrevocably, to the maximum extent permitted by law, to guarantee the due and punctual payment of all sums from time to time payable by the Issuer in respect of each series of the Notes (subject to the right of the Issuer to issue Additional Notes in lieu of cash interest in accordance with Condition 7.2).
(b) This Condition 4(b) is applicable only in relation to the Tranche A1 Notes Guarantees. Each Tranche A1 Notes Guarantee constitutes a direct, unconditional and unsubordinated obligation of each Guarantor and is secured in the manner set out in Condition 5. Each Tranche A1 Notes Guarantee ranks equally with all other secured and unsubordinated obligations of the Guarantor from time to time outstanding and senior in right of payment to all obligations of the Guarantor that are expressly subordinated in right of payment to the Tranche A1 Notes (including the Tranche A2 Notes and the Tranche B Notes).
(c) This Condition 4(c) is applicable only in relation to the Tranche A2 Notes Guarantees. Each Tranche A2 Notes Guarantee constitutes a direct and unconditional obligation of each Guarantor, is secured in the manner set out in Condition 5 and is subordinated to the Tranche A1 Notes Guarantee of such Guarantor. Each Tranche A2 Notes Guarantee ranks equally with all other secured and subordinated obligations of the Guarantor from time to time outstanding and senior in right of payment to all obligations of the Guarantor that are expressly subordinated in right of payment to the Tranche A2 Notes (including the Tranche B Notes).
(d) This Condition 4(d) is applicable only in relation to the Tranche B Notes Guarantees. Each Tranche B Notes Guarantee constitutes a direct and unconditional obligation of each Guarantor, is secured in the manner set out in Condition 5 and is subordinated to the Tranche A Notes Guarantee of such Guarantor. Each Tranche B Notes Guarantee ranks equally with all other secured and subordinated obligations of the Guarantor from time to time outstanding and senior in right of payment to all obligations of the Guarantor that are expressly subordinated in right of payment to the Tranche B Notes.
Notes Guarantee. Purchaser shall have executed and delivered to Seller the Notes and the applicable Affiliates of Purchaser shall have executed and delivered to Seller the Guarantee.
Notes Guarantee. 66 Section 11.02. Execution and Delivery of Notes Guarantee .................... 67 Section 11.03. Guarantors May Consolidate, etc., on Certain Terms ........... 68 Section 11.04. Releases Following Sale of Assets ............................ 68 Section 11.05. Limitation on Guarantor Liability ............................ 69 Section 11.06. Trustee to Include Paying Agent .............................. 69 ARTICLE 12 SUBORDINATION OF NOTES GUARANTEE Section 12.01. Agreement to Subordinate ..................................... 69 Section 12.02. Liquidation; Dissolution; Bankruptcy ......................... 70 Section 12.03. Default on Designated Guarantor Senior Debt .................. 70 Section 12.04. Acceleration of Notes ........................................ 71 Section 12.05. When Distribution Must Be Paid Over .......................... 71 Section 12.06. Notice by Guarantor .......................................... 71 Section 12.07. Subrogation .................................................. 72 Section 12.08. Relative Rights .............................................. 72 Section 12.09. Subordination May Not Be Impaired by Guarantor ............... 72 Section 12.10. Distribution or Notice to Representative ..................... 72 Section 12.11. Rights of Trustee and Paying Agent ........................... 72 Section 12.12. Authorization to Effect Subordination ........................ 73 Section 12.13. Amendments ................................................... 73 Section 12.14. No Waiver of Subordination Provisions ........................ 73 Section 12.15. Certain Definitions .......................................... 73
Notes Guarantee. The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been jointly and severally unconditionally and irrevocably (subject to the provisions of Condition 3(c)) guaranteed by each of the Guarantors (the “Notes Guarantee”) in the Trust Deed. As of the Issue Date, the Guarantors are Xxxxxxx Xxxx Organization Limited, WHG (International) Limited and Xxxxxxx Xxxx Australia Holdings Pty Limited.
