Common use of Unconditional Note Guarantee Clause in Contracts

Unconditional Note Guarantee. (a) Subject to the provisions of this Article XIII, each Guarantor, if any, hereby, a primary obligors and not merely as sureties, jointly and severally, unconditionally and irrevocably Guarantees, on a senior basis the Note Obligations to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Documents, the Security Documents, the intercerditor Agreement or any other Note Obligations of the Issuer or any other Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest on the Notes and all other obligations of the Issuer or the Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of 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, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so Guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer.

Unconditional Note Guarantee. (a) Subject to the provisions of this Article XIIIXII, each Guarantor, if any, of the Subsidiary Guarantors shall hereby, a primary obligors and not merely as sureties, jointly and severally, unconditionally and irrevocably Guaranteesguarantee, on a senior an unsubordinated basis the Note Obligations to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Documents, Securities or the Security Documents, the intercerditor Agreement or any other Note Obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest interest, if any, on the Notes Securities and all other obligations Note Obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof7.7) and all other obligations Note Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsNote Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so Guaranteedguaranteed, or failing performance of any other obligation Note Obligation of the Issuer to the Holders under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the Note Guarantees, and shall entitle the Holders Holders, or the Trustee on behalf of Notes the Holders, to accelerate the obligations Note Obligations of the Subsidiary Guarantors under this Indenture hereunder in the same manner and to the same extent as the obligations Note Obligations of the Issuer. Each of the Subsidiary Guarantors shall hereby agree that its Note Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each of the Subsidiary Guarantors shall hereby waive the benefit of 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, except as provided in this Indenture, the Securities or its Note Guarantee, its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Note Guarantees. Each Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the Note Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed hereby, and (b) in the event of any acceleration of such Note Obligations as provided in Article VI, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Note Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under such Subsidiary Guarantor’s Note Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.

Unconditional Note Guarantee. (a) Subject to the provisions of this Article XIIIEleven, the Parent, each Guarantorof the Initial Subsidiary Guarantors and, if anyupon the execution and delivery of a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, each Additional Subsidiary Guarantor shall hereby, a primary obligors and not merely as sureties, jointly and severally, unconditionally and irrevocably Guaranteesguarantee, on a senior an unsubordinated basis (such guarantee by the Parent to be referred to as the “Parent Guarantee,” by the Subsidiary Guarantors to be referred to herein as the “Subsidiary Guarantees” and by the Parent Guarantee and the Subsidiary Guarantees collectively to be referred to as the “Note Obligations Guarantees”) to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Documents, Securities or the Security Documents, the intercerditor Agreement or any other Note Obligations obligations of the Issuer Issuers or any other Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest interest, if any, on the Notes Securities and all other obligations of the Issuer Issuers or the Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of 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, whether at maturity, by acceleration acceleration, or otherwise. Failing payment when due of any amount so Guaranteedguaranteed, or failing performance of any other obligation of the Issuer Issuers to the Holders under this Indenture or under the NotesSecurities, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes Securities to accelerate the obligations of the Guarantors under this Indenture hereunder in the same manner and to the same extent as the obligations of the Issuers. The Parent, each of the Initial Subsidiary Guarantors and, upon the execution and delivery of a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, each Additional Subsidiary Guarantor shall hereby agree that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuers, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The Parent, each of the Initial Subsidiary Guarantors and, upon the execution and delivery of a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, each Additional Subsidiary Guarantor shall hereby waive the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either Issuer, any right to require a proceeding first against either Issuer, protest, notice and all demands whatsoever and covenants that its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Note Guarantees. Each Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to either Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to such Issuer or such Guarantor, any amount paid by such Issuer or such Guarantor to the Trustee or such Holder, each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Parent, each of the Initial Subsidiary Guarantors and, upon the execution and delivery of a Subsidiary Guarantee pursuant to Section 4.15 or 4.21, each Additional Subsidiary Guarantor shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article Eleven, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Note Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Guarantor, as such, shall have any personal liability under such Guarantor’s Note Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee. Each Holder, by accepting the Securities, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

Unconditional Note Guarantee. (a) Subject to the provisions of this Article XIII, each Guarantor, if any, hereby, a primary obligors and not merely as suretiesEach Guarantor hereby unconditionally, jointly and severally, unconditionally and irrevocably Guaranteesguarantees (each, on a senior basis the "Note Obligations Guarantee") to each Holder of a Note authenticated and delivered by -------------- the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Documents, the Security Documents, the intercerditor Agreement or any other Note Obligations of the Issuer or any other Guarantors to the Holders or the Trustee under this Indenture or thereunder, assigns that: (a) the principal of, premium, if any, and interest on the Notes shall will be duly and punctually promptly paid in full when due, subject to any applicable grace period, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (interest on any overdue interest on the Notes, to the extent permitted by law) interest on the Notes lawful, and all other obligations of the Issuer or the Guarantors Company to the Holders or the Trustee hereunder or under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) subject, however, to the limitations set forth in case Section 10.04. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any extension action to enforce the same, any waiver or consent by any Holder of time of payment the Notes with respect to any provisions hereof or renewal thereof, the recovery of any Notes 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 such other obligationsa Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the same shall be promptly paid in full when due event of insolvency or performed in accordance with the terms bankruptcy of the extension or renewalCompany, whether at maturityany right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Note Guarantee will not be discharged except by acceleration or otherwise. Failing payment when due of any amount so Guaranteed, or failing complete performance of any other obligation of the Issuer to the Holders under this Indenture or under obligations contained in the Notes, this Indenture, and this Note Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee or such Holder, this Note 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 and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for whatever reasonthe purpose of this Note 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 forth become due and payable by each Guarantor shall be obligated to pay, or to perform or cause for the performance of, the same immediately. An Event purpose of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors under this Indenture in the same manner and to the same extent as the obligations of the IssuerGuarantee.

Unconditional Note Guarantee. (a) Subject to the provisions of this Article XIII, each Guarantor, if any, hereby, a primary obligors and not merely as sureties, jointly and severally, unconditionally and irrevocably Guarantees, on a senior basis the Note Obligations to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Documents, the Security Documents, the intercerditor Intercreditor Agreement or any other Note Obligations of the Issuer or any other Guarantors to the Holders or the Trustee under this Indenture or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest on the Notes and all other obligations of the Issuer or the Guarantors to the Holders or the Trustee under this Indenture or thereunder (including amounts due the Trustee under Section 7.7 hereof) and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of 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, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so Guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Indenture or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guarantees, and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors under this Indenture in the same manner and to the same extent as the obligations of the Issuer.

Unconditional Note Guarantee. (a) Subject to the provisions of this Article XIIIXII, each Guarantor, if any, of the Subsidiary Guarantors shall hereby, a primary obligors and not merely as sureties, jointly and severally, unconditionally and irrevocably Guaranteesguarantee, on a senior an unsubordinated basis the Note Obligations to each Holder of a Note Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes Documents, Securities or the Security Documents, the intercerditor Agreement or any other Note Obligations of the Issuer or any other Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes Securities shall be duly and punctually paid in full when due, whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the Notes Securities relating thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest interest, if any, on the Notes Securities and all other obligations Note Obligations of the Issuer or the Subsidiary Guarantors to the Holders or the Trustee under this Indenture hereunder or thereunder (including amounts due the Trustee under Section 7.7 hereof7.7) and all other obligations Note Obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes Securities or any of such other obligationsNote Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so Guaranteedguaranteed, or failing performance of any other obligation Note Obligation of the Issuer to the Holders under this Indenture or under the NotesSecurities, for whatever reason, each Subsidiary Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes Securities shall constitute an event of default under the Note Guarantees, and shall entitle the Holders Holders, or the Trustee on behalf of Notes the Holders, to accelerate the obligations Note Obligations of the Subsidiary Guarantors under this Indenture hereunder in the same manner and to the same extent as the obligations Note Obligations of the Issuer. Each of the Subsidiary Guarantors shall hereby agree that its Note Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Note Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each of the Subsidiary Guarantors shall hereby waive the benefit of 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, except as provided in this Indenture, the Securities or its Note Guarantee, its Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Note Guarantees. Each Note Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Subsidiary Guarantor, any amount paid by the Issuer or such Subsidiary Guarantor to the Trustee or such Holder, each Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor shall hereby further agree that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article XII, the maturity of the Note Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Note Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed hereby, and (b) in the event of any acceleration of such Note Obligations as provided in Article VI, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Note Guarantees. No Affiliate, stockholder, officer, director, limited liability company member or employee, past, present or future, of any Subsidiary Guarantor, as such, shall have any personal liability under such Subsidiary Guarantor's Note Guarantee by reason of his, her or its status as such Affiliate, stockholder, officer, director, limited liability company member or employee.