Common use of Unconditional Senior Note Guarantees Clause in Contracts

Unconditional Senior Note Guarantees. (a) Each Guarantor, which includes Holding and each Guarantor Subsidiary, hereby jointly and severally unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment and performance of the Obligations (the "Senior Note Guarantees") and further agree to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Trustee or the Holders in enforcing their rights under the Senior Note Guarantees. In case of the failure of AK Steel punctually to perform or make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment and performance to be made punctually. (b) Each Guarantor hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or of any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Law, any borrowing or grant of a security interest by AK Steel, as debtor-in-possession, under Section 364 of the Bankruptcy Law, the disallowance, under Section 502 of the Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee or either of them with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against AK Steel or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefits of diligence, presentment, demand of payment, or exhausts any right or take any action against AK Steel or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of AK Steel, any right to require a proceeding first against AK Steel, protest or notice with respect to such Security or the Debt evidenced thereby and all demands whatsoever, and covenants that this Senior Note Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Senior Note Guarantee. Each Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their first scheduled maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each Guarantor to enforce this Senior Note Guarantee without first proceeding against AK Steel. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against AK Steel in respect of any amounts paid by such Guarantor on account of such Security pursuant to the provisions of its Senior Note Guarantee or this Indenture; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. (d) Each Senior Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against AK Steel for liquidation or reorganization, should AK Steel become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of AK Steel's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (e) Each Guarantor 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 its Senior Note Guarantee.

Unconditional Senior Note Guarantees. (a) Each ------------------------------------ Guarantor, which includes Holding and each Guarantor Subsidiary, hereby jointly and severally unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment and performance of the Obligations (the "Senior Note Guarantees") and further agree to pay any and all expenses ----------------------- (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Trustee or the Holders in enforcing their rights under the Senior Note Guarantees. In case of the failure of AK Steel punctually to perform or make any such payment, each Guarantor hereby jointly and severally agrees to cause such payment and performance to be made punctually. (b) Each Guarantor hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same, any exchange, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or of any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Law, any borrowing or grant of a security interest by AK Steel, as debtor-in-in- possession, under Section 364 of the Bankruptcy Law, the disallowance, under Section 502 of the Bankruptcy Law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee or either of them with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against AK Steel or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives the benefits of diligence, presentment, demand of payment, or exhausts any right or take any action against AK Steel or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of AK Steel, any right to require a proceeding first against AK Steel, protest or notice with respect to such Security or the Debt evidenced thereby and all demands whatsoever, and covenants that this Senior Note Guarantee will not be discharged except by complete performance of the obligations contained in such Security and in this Senior Note Guarantee. Each Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Security, whether at their first scheduled maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each Guarantor to enforce this Senior Note Guarantee without first proceeding against AK Steel. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) Each Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against AK Steel in respect of any amounts paid by such Guarantor on account of such Security pursuant to the provisions of its Senior Note Guarantee or this Indenture; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities issued hereunder shall have been paid in full. (d) Each Senior Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against AK Steel for liquidation or reorganization, should AK Steel become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of AK Steel's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (e) Each Guarantor 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 its Senior Note Guarantee.