Common use of Notes Guarantee Clause in Contracts

Notes Guarantee. Each Guarantor hereby fully, irrevocably and unconditionally, jointly and severally, unconditionally and irrevocably Guarantees to each of the Holders and to the Trustee and the Collateral Agent and their respective successors and assigns that (i) the principal of, premium, if any and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether upon redemption pursuant to the terms of the Notes, by acceleration or otherwise, and interest on the overdue principal (including interest accruing at the then applicable rate provided in this Indenture and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws), if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company to the Holders, the Trustee and the Collateral Agent hereunder, thereunder or under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof, thereof and of the Collateral Agreements; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or any Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any of the Holders of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, 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, to the extent permitted by applicable law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice of intent to accelerate, notice of acceleration, other 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, this Indenture and in this Notes Guarantee. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation in accordance with Sections 5.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any Custodian acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee, the Collateral Agent or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders of the Notes, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Notes Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article Six, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Notes Guarantee.

Notes Guarantee. Each Guarantor hereby fullySubject to this Article 7, irrevocably and unconditionallyeach of the Guarantors hereby, jointly and severally, unconditionally and irrevocably Guarantees guarantees on a senior unsecured basis to each of Holder authenticated and delivered by the Holders Trustee and to the Trustee and the Collateral Agent and their respective its successors and assigns that assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (ia) the principal of, premium, if any of and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether upon redemption pursuant to the terms of the Notesat Maturity, by acceleration acceleration, redemption or otherwise, and interest on the overdue principal (including of and interest accruing at on the then applicable rate provided in this Indenture and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws)Notes, if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company Issuers to the Holders, Holders or the Trustee and the Collateral Agent hereunder, hereunder or thereunder or under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof, thereof hereof and of the Collateral Agreementsthereof; and (iib) in case of any extension of time of payment or renewal of any of the Notes or any of any such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityStated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, subject, however, in the case of clauses (i) Guarantors shall be jointly and (ii) above, severally obligated to pay the limitations set forth in Section 10.03same immediately. Each Guarantor hereby agrees that its this Notes Guarantee is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or this Indenture or any Collateral AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any of the Holders of Notes Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantorguarantor. Each GuarantorSubject to Section 4.6 hereof, each Guarantor hereby waives, to the extent permitted by applicable law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice of intent to accelerate, notice of acceleration, other notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Indenture and in this Notes Guarantee. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation in accordance with Sections 5.01Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor, the Guarantors or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee, the Collateral Agent Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders of the Notes, the Collateral Agent and the Trustee, on the other hand, (x) the maturity Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six 4 hereof for the purposes of this Notes Guarantee Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six4 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Notes Guarantee.

Notes Guarantee. Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and unconditionallynot merely as surety, jointly and severallyseverally with each other Guarantor, unconditionally and irrevocably Guarantees to each Holder of the Holders Securities and to the Trustee the full and the Collateral Agent and their respective successors and assigns that (i) punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether upon redemption pursuant to the terms of the Notes, by acceleration or otherwiseany, and interest on the overdue principal (including interest accruing at the then applicable rate provided in this Indenture and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws), if any, and interest on any interest, if any, to the extent lawful, of the Notes Securities and all other monetary obligations of the Company to under this Indenture (all the Holders, foregoing being hereinafter collectively called the Trustee and the Collateral Agent hereunder, thereunder or under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof, thereof and of the Collateral Agreements; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of any such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03"OBLIGATIONS"). Each Guarantor hereby further agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or any Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any of the Holders of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, 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, (to the extent permitted by applicable law) that the Obligations may be extended or renewed, hereby in whole or in part, without notice or further assent from it, and that it will remain bound under this ARTICLE XI notwithstanding any extension or renewal of any Obligation. Each Guarantor waives diligence, presentmentpresentation to, demand of payment, filing payment from and protest to the Company of claims with a court in the event of insolvency or bankruptcy any of the Company, any right to require a proceeding first against the Company, protest, Obligations and also waives notice of intent to accelerate, protest for nonpayment. Each Guarantor waives notice of acceleration, other notice and all demands whatsoever and covenants that this Notes Guarantee any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be discharged except affected by complete performance (a) the failure of the obligations contained in the Notes, this Indenture and in this Notes Guarantee. Each Guarantor may consolidate with any Holder to assert any claim or merge into demand or sell its assets to enforce any right or remedy against the Company or another Guarantor without limitation in accordance with Sections 5.01. If any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee is required for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of the Company. Each Guarantor further agrees that its Notes Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any court Holder to any security held for payment of the Obligations. Except as expressly set forth in SECTIONS 8.1(b) and 11.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to return assert any claim or demand or to enforce any remedy under this Indenture, the CompanySecurities or any other agreement, by any Guarantorwaiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any Custodian acting other act or thing or omission or delay to do any other act or thing which may or might in relation any manner or to any extent vary the Company or any Guarantor, any amount paid by the Company or risk of any Guarantor to the Trustee, the Collateral Agent or would otherwise operate as a discharge of such Holder, this Guarantor as a matter of law or equity. Each Guarantor agrees that its Notes Guarantee, to the extent theretofore discharged, Guarantee herein shall be reinstated remain in full force and effecteffect until payment in full of all the Obligations or such Notes Guarantee is released upon the merger or the sale of all the Capital Stock or assets of the Guarantor in compliance with SECTION 3.7 and ARTICLE IV. Each Guarantor further agrees that its Notes Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the 112 Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). Each Guarantor further agrees that, as between each such Guarantor, on the one hand, and the Holders of the Notes, the Collateral Agent and the TrusteeHolders, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six this Indenture for the purposes of this its Notes Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed hereby, hereby and (y) in the event of any such declaration of acceleration of such obligations as provided in Article SixObligations, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose purposes of this Notes Guarantee. Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Notes Guarantee. Each Guarantor hereby fullySubject to this Article Ten, irrevocably and unconditionallyeach of the Guarantors hereby, jointly and severally, unconditionally and irrevocably Guarantees guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and the Collateral Agent and their respective its successors and assigns that assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (ia) the principal of, premium, if any of and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether upon redemption pursuant to the terms of the Notesat maturity, by acceleration acceleration, redemption or otherwise, and interest on the overdue principal (including of and interest accruing at on the then applicable rate provided in this Indenture and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws)Notes, if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company Issuers to the Holders, Holders or the Trustee and the Collateral Agent hereunder, hereunder or thereunder or under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof, thereof hereof and of the Collateral Agreementsthereof; and (iib) in case of any extension of time of payment or renewal of any of the Notes or any of any such other obligations, the that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, 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, subject, however, in the case of clauses (i) Guarantors shall be jointly and (ii) above, severally obligated to pay the limitations set forth in Section 10.03same immediately. Each Guarantor hereby agrees that its this Notes Guarantee is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or this Indenture or any Collateral AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Holders of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the CompanyIssuers, 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 GuarantorSubject to Section 6.06 hereof, each Guarantor hereby waives, to the extent permitted by applicable law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the CompanyIssuers, any right to require a proceeding first against the CompanyIssuers, protest, notice of intent to accelerate, notice of acceleration, other notice and all demands whatsoever and covenants covenant that this Notes Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, Notes and this Indenture and in this Notes Guarantee. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation in accordance with Sections 5.01Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the CompanyIssuers, any Guarantor, the Guarantors or any Custodian custodian, trustee, liquidator or other similar official acting in relation to either the Company Issuers or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor either to the Trustee, the Collateral Agent Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders of the Notes, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Notes Guarantee Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article SixSix hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor the Guarantors for the purpose of this Notes Guarantee.

Notes Guarantee. Each Guarantor hereby fullySubject to Section 11.05 hereof, irrevocably and unconditionallyeach of the Guarantors hereby, jointly and severally, unconditionally and irrevocably Guarantees guarantees to each Holder of a Note authenticated and delivered by the Holders Trustee and to the Trustee and the Collateral Agent and their respective its successors and assigns that assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (ia) the principal of, premium, if any any, interest and interest Liquidated Damages, if any, on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether upon redemption pursuant to the terms of the Notesat maturity, by acceleration acceleration, redemption or otherwise, and interest 66 on the overdue principal (including interest accruing at the then applicable rate provided in this Indenture and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g)principal, whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws)premium, if any, and (to the extent permitted by law) interest on any interest, if any, to and Liquidated Damages, if any, on the extent lawfulNotes, of the Notes and all other obligations payment Obligations of the Company to the Holders, Holders or the Trustee and the Collateral Agent hereunder, hereunder or thereunder or under any Collateral Agreement shall will be promptly paid in full or and performed, all in accordance with the terms hereof, thereof hereof and of the Collateral Agreementsthereof; and (iib) in case of any extension of time of payment or renewal of any of the Notes or any of any such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will 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 the Notes Guarantees, subject, however, and shall entitle the Holders to accelerate the Obligations of the Guarantors hereunder in the case of clauses (i) same manner and (ii) above, to the limitations set forth in Section 10.03same extent as the Obligations of the Company. Each Guarantor The Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or this Indenture or any Collateral AgreementIndenture, the absence of any action to enforce the same, any waiver or consent by any of the Holders of Notes Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, 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, to the extent permitted by applicable law, Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice of intent to accelerate, notice of acceleration, other notice and all demands whatsoever and covenants that this Notes Guarantee shall will not be discharged except by complete performance of the obligations Obligations contained in the NotesNotes and this Indenture; PROVIDED, this Indenture and in this Notes Guarantee. Each Guarantor may consolidate with or merge into or sell its assets HOWEVER, that if the guarantee of Holdings issued pursuant to the Company New Credit Agreement is released. Holdings' Notes Guarantee shall also be released. Such release of Holdings' Notes Guarantee shall not require any notice or another Guarantor without limitation in accordance with Sections 5.01action and shall be deemed to occur upon the release of Holdings' guarantee issued pursuant to the New Credit Agreement. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantorthe Guarantors, or any Custodian Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or any Guarantorthe Guarantors, any amount paid by the Company or any Guarantor to the Trustee, the Collateral Agent Trustee or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between each Guarantorthe Guarantors, on the one hand, and the Holders of the Notes, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Article Six 6 hereof for the purposes of this its Notes Guarantee Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations Obligations guaranteed herebythereby, and (y) in the event of any declaration of acceleration of such obligations Obligations as provided in Article Six6 hereof, such obligations Obligations (whether or not due and payable) shall forthwith become due and payable by each the Guarantor for the purpose of this its Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Notes Guarantees.

Notes Guarantee. Each Guarantor hereby fullyBy its execution of this Agreement, irrevocably each of the Subsidiary Guarantors acknowledges and unconditionallyagrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits. Accordingly, subject to the provisions of this Article 12, each of the Subsidiary Guarantors hereby, jointly and severally, fully and unconditionally and irrevocably Guarantees Guarantees, to the extent permitted by law, to each Holder of the Holders and to the Trustee and the Collateral Agent and their respective successors and assigns that Notes hereunder: (i) the due and punctual payment of the principal of, premium, if any any, on and interest on each Note, when and as the Notes same shall be promptly paid in full when due, subject to any applicable grace periodbecome due and payable, whether upon redemption pursuant to the terms of the Notesat maturity, by acceleration or otherwise, and the due and punctual payment of interest on the overdue principal (including interest accruing at the then applicable rate provided in this Indenture of and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws)interest, if any, and interest on any interest, if anythe Notes, to the extent lawful, and the due and punctual performance of the Notes and all other payment obligations of the Company to the Holders, the Trustee and the Collateral Agent hereunder, thereunder or under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof, thereof of such Note and of the Collateral Agreements; this Agreement and (ii) in the case of any extension of time of payment or renewal of any of the Notes or any of any such other payment obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturityon the Maturity Date, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03the second succeeding paragraph. Each Notes Guarantee shall be Guaranteed on a senior subordinated basis in accordance with Article 9 hereof. Each Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the Guarantee by such Subsidiary Guarantor pursuant to its Notes Guarantee not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby agrees irrevocably agree that the obligations of such Subsidiary Guarantor under its obligations hereunder Note Guarantee shall be unconditionallimited to the maximum amount as will, irrespective after giving effect to all other contingent and fixed liabilities of the validity, regularity or enforceability of the Notes, this Indenture or any Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any of the Holders of Notes with respect such Subsidiary Guarantor and after giving effect to any provisions hereof collections from or thereof, any release payments made by or on behalf of any other Guarantor, the recovery of any judgment against the Company, 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, to the extent permitted by applicable law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice of intent to accelerate, notice of acceleration, other 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, this Indenture and in this Notes Guarantee. Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation in accordance with Sections 5.01. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any Custodian acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee, the Collateral Agent or such Holder, this Notes Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders of the Notes, the Collateral Agent and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Notes Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed herebyof such other Subsidiary Guarantor under its Note Guarantee or pursuant to the following paragraph, and (y) result in the event of any acceleration obligations of such obligations as provided in Article Six, Subsidiary Guarantor under its Note Guarantee not constituting such obligations (whether fraudulent transfer or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Notes Guaranteeconveyance.