Notes Guarantees. (i) The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a senior, unsecured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a senior subordinated, unsecured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any, on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes.
(b) The Guarantors hereby agree that their obligations hereunder shall be as if they were each principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Note or this Indenture, any failure to enforce the provisions of any Note or this Indenture, any waiver, modification or indulgence granted to the Issuers with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, that notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of a Note or the interest rate thereon or change the currency of payment with respect to any Note, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence,...
Notes Guarantees. 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 Guarantees may be released in accordance with the terms set forth in the Indenture.
Notes Guarantees. The Parent Guarantor hereby fully and, subject to the limitations on the effectiveness and enforceability set forth in Section 10.04, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, and (ii) each Subsidiary Guarantor by execution of a supplemental indenture hereto, fully and, subject to the limitations on the effectiveness and enforceability set forth in such supplemental indenture, unconditionally guarantees, on a first priority (subject to Permitted Collateral Liens), senior secured, joint and several basis, in each case to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuers under this Indenture and the Notes (including obligations to the Trustee and the obligations to pay Additional Amounts, if any) with respect to each Note authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article Ten notwithstanding any extension or renewal of any Obligation. All payments under each Guarantee will be made in euro, in the case of the Euro Notes, and in dollars, in the case of the Dollar Notes.
Notes Guarantees. (i) The Notes have been duly authorized, executed and delivered by each of the Issuers in accordance with the terms of the Indenture and, assuming due authentication of the Notes by the Trustee in the manner provided for in the Indenture, upon delivery to the Underwriters against payment therefor in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Issuers entitled to the benefits of the Indenture, enforceable against each of them in accordance with their terms, except as enforcement thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing; and (ii) the Guarantees have been duly authorized by each of the Guarantors and, when the Notes have been duly executed by the Issuers and authenticated by the Trustee in the manner provided for in the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Guarantors entitled to the benefits of the Indenture, enforceable against them in accordance with their respective terms, except as enforcement thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect relating to or affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.
Notes Guarantees. If, on and after the date of this Indenture, the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary (other than an Excluded Subsidiary), then within 30 days thereafter that Restricted Subsidiary will become a Notes Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee (“Supplemental Indenture”).
Notes Guarantees. The payment of the principal of, and premium, if any, and interest on, the Notes will be unconditionally and irrevocably guaranteed, jointly and severally, by the Notes Guarantors on the terms, to the extent and subject to the conditions and limitations set forth in the Indenture, including provisions for the subordination or release and discharge of the Notes Guarantee of a Notes Guarantor and the other obligations of such Notes Guarantor under the Indenture under certain circumstances.
Notes Guarantees. 79 SECTION 12.02. Limitation on Liability; Release....................................................80 SECTION 12.03. Successors and Assigns..............................................................80 SECTION 12.04. No Waiver...........................................................................80 SECTION 12.05. Modification........................................................................81 SECTION 12.06. Evidence of Guarantee...............................................................81 ARTICLE XIII MISCELLANEOUS
Notes Guarantees. This Note will be entitled to the benefits of certain Notes 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.
Notes Guarantees. At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request), and the Subsidiaries shall have delivered the Guarantees.
Notes Guarantees. Section 11.01. The Notes Guarantees 124 Section 11.02. Notes Guarantee Unconditional 125 Section 11.03. Discharge; Reinstatement 125 Section 11.04. Waiver by the Guarantors 126 Section 11.05. Subrogation and Contribution 126 Section 11.06. Stay of Acceleration 126 Section 11.07. Limitation on Amount of Notes Guarantee 126 Section 11.08. Execution and Delivery of Notes Guarantee 126 Section 11.09. Release of Notes Guarantee 127 MISCELLANEOUS Section 12.01. TIA 127 Section 12.02. Noteholder Communications; Noteholder Actions 128 Section 12.03. Notices 128 Section 12.04. Certificate and Opinion as to Conditions Precedent 130 Section 12.05. Statements Required in Certificate or Opinion 130 Section 12.06. Payment Date Other Than a Business Day 131 Section 12.07. Governing Law 131 Section 12.08. No Adverse Interpretation of Other Agreements 131 Section 12.09. Successors 131 Section 12.10. Duplicate Originals 131 Section 12.11. Separability 131 Section 12.12. Table of Contents and Headings 131 Section 12.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders 131 EXHIBITS EXHIBIT A Form of Note EXHIBIT B Form of Supplemental Indenture EXHIBIT C Restricted Legend EXHIBIT D DTC Legend EXHIBIT E OID Legend EXHIBIT F Regulation S Certificate EXHIBIT G Rule 144A Certificate EXHIBIT H Institutional Accredited Investor Certificate EXHIBIT I Certificate of Beneficial Ownership EXHIBIT J Temporary Offshore Global Note Legend INDENTURE, dated as of August 24, 2010, between Tower Automotive USA Holdings, LLC, a limited liability company organized under the laws of Delaware, and TA Holdings Finance, Inc., a Delaware corporation, as issuers (collectively, the “Issuers”), the Guarantors party hereto and Wilmington Trust FSB, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
