Notes Guarantee. (a) Subject to the provisions of this Article Twelve, each Notes Guarantor, jointly and severally, hereby fully and unconditionally guarantees to each holder of a Note authenticated and delivered by the Trustee and to the Trustee, irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder:
(1) the due and punctual payment of the principal of (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period);
(2) the due and punctual payment of interest on the overdue principal and premium, if any, of, and interest on, the Notes, if lawful;
(3) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Company under this Indenture and the Notes; and
(4) in case of any extension of time of payment or renewal of any Notes or any of such other obligations under this Indenture or under the Notes, the due and punctual payment or performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption or otherwise.
(b) Failing payment when due by the Company of any amount so Guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Notes Guarantee, and shall entitle the Holders or the Trustee to accelerate the obligations of the Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.
(c) Each Notes Guarantor hereby agrees that (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Note, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any amendment of this Indenture or the Notes, the recovery of any judgment against the Company or any its Subsidiaries, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guaranto...
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. 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. 110 SECTION 11.2. Limitation on Liability; Termination, Release and Discharge.............................112 SECTION 11.3.
Notes Guarantee. 34 12.1. Notes Guarantee........................................................................... 34
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. 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.
Notes Guarantee. The Company’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Notes Guarantors as such Notes Guarantors may change from time to time in accordance with the terms of the Indenture.
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
