Common use of Section 364 Clause in Contracts

Section 364. Each Guarantor hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any Guarantor, or any Custodian acting in relation to either the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, the applicable Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Guarantor agrees that it will 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 such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company or any other obligor on the Notes of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Section 6.02 hereof, those obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Subsidiary Guarantee.

Section 364. Each Guarantor Subsidiary hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in its the Senior Notes, the Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any GuarantorGuarantor Subsidiary, or any Custodian custodian acting in relation to either the Company or such Guarantorany Guarantor Subsidiary, any amount paid by the Company or such any Guarantor Subsidiary to the Trustee or such Holder, the applicable Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Guarantor Subsidiary agrees that it will 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 Subsidiary agrees that, as between such Guarantorit, on the one hand, and the Holders of Senior Notes and the Trustee, on the other hand, (ix) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 Article 10 hereof for the purposes of this Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company or any other obligor on the Notes in respect of the obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of those such obligations as provided in Section 6.02 Article 10 hereof, those such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor Subsidiary for the purpose of this its Subsidiary Guarantee.. Each Guarantor Subsidiary hereby agrees that by virtue of its execution and delivery of this Indenture, it shall be deemed to have signed on each Senior Note issued hereunder the notation of the Subsidiary Guarantee set forth on Exhibit D.

Section 364. Each Guarantor hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in its Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any Guarantor, or any Custodian acting in relation to either the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, the applicable Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Guarantor agrees that it will 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 such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations Obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company or any other obligor on the Notes of the obligations Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations Obligations as provided in Section 6.02 hereof, those obligations Obligations (whether or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Subsidiary Guarantee. To evidence its Subsidiary Guarantee, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form of Exhibit A-1 hereto shall be endorsed by an officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents and attested to by an Officer.

Section 364. Each Guarantor Subsidiary hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in its the Securities, the Subsidiary Guarantee and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any GuarantorGuarantor Subsidiary, or any Custodian custodian acting in relation to either the Company or such Guarantorany Guarantor Subsidiary, any amount paid by the Company or such any Guarantor Subsidiary to the Trustee or such Holder, the applicable Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Guarantor Subsidiary agrees that it will 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 Subsidiary agrees that, as between such Guarantorit, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (ix) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 Article 10 hereof for the purposes of this Subsidiary Guaranteehereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company or any other obligor on the Notes in respect of the obligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of those such obligations as provided in Section 6.02 Article 10 hereof, those such obligations (whether or not due and payable) will shall forthwith become due and payable by such each Guarantor Subsidiary for the purpose of this its Subsidiary Guarantee.. Each Guarantor Subsidiary hereby agrees that by virtue of its execution and delivery of this Indenture, it shall be deemed to have signed on each Security issued hereunder (including each Exchange Security) the notation of the Subsidiary Guarantee set forth on the forms of the Security attached hereto as Exhibit A and Exhibit B.

Section 364. Each Guarantor Sears hereby covenants that its Subsidiary the Guarantee will shall not be discharged except by complete performance payment of principal, interest and premium (if any) in accordance with the obligations provisions contained in its Subsidiary Guarantee the Notes, the Guarantee, this Indenture and this Indentureany supplemental indenture hereto. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or any GuarantorSears, or any Custodian custodian acting in relation to either the Company or such GuarantorSears, any amount paid by the Company or such Guarantor Sears to the Trustee or such Holder, the applicable Subsidiary GuaranteesGuarantee, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Guarantor Sears agrees that it will shall not be entitled to any right of subrogation in relation to the Holders or the Trustee in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees thatThe Guarantee is a continuing guarantee and shall remain in full force and effect and shall be binding upon Sears and its successors and assigns until full and final payment of all of principal, as between such Guarantor, on interest and premium (if any) under the one hand, Notes and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and the Trusteeand, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company or any other obligor on the Notes of the obligations guaranteed hereby, and (ii) in the event of any declaration transfer or assignment of acceleration of those obligations as provided rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in Section 6.02 such transferee or assignee, all subject to the terms and conditions hereof. Sears acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this First Supplemental Indenture. Sears, and by its acceptance hereof, those each beneficiary hereof, hereby confirms that it is its intention that the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Federal bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, state or foreign law to the extent applicable to the Guarantee. To effectuate the foregoing intention, each such person hereby irrevocably agrees that the obligation of Sears under the Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of Sears that are relevant under such laws, result in the obligations (whether of Sears in respect of such maximum amount not constituting a fraudulent transfer or not due and payable) will forthwith become due and payable by such Guarantor for the purpose of this Subsidiary Guaranteeconveyance.