Guaranteed Notes Guarantee Clause Samples

Guaranteed Notes Guarantee. (a) The Guarantor hereby fully, unconditionally and irrevocably guarantees, to each Holder, the full and punctual payment, whether at maturity, by acceleration, by redemption or otherwise, of principal of, premium, if any, interest, if any and all other monetary obligations of the Company under this Agreement and the Guaranteed Notes with respect to each Guaranteed Note issued and delivered by the Company to and in accordance with the terms of this Agreement (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or the Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that the Guaranteed Obligations may be assigned, novated, extended or renewed, in whole or in part, without notice or further assent from the Guarantor and that the Guarantor shall remain bound under this Article IX notwithstanding any assignment, novation, extension or renewal of any Guaranteed Obligation. All payments under such guarantee shall be made in dollars. The Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other indebtedness of the Guarantor, except to the extent such other indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the Guarantor under the Guarantee will rank senior in right of payment to such other indebtedness. To evidence its Guarantee set forth in this Section 9.01, the Guarantor hereby agrees that this Agreement shall be executed on behalf of such Guarantor by an Officer of such Guarantor. The Guarantor hereby agrees that its Guarantee set forth in this Section 9.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee. (b) The Guarantor waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, unaffected by, and irrespective of, any invalidity, irregularity or unenforceability of any Guaranteed Note or this Agreement, any failure to enforce the provisions of any Guaranteed Note or this Agreement, any waiver, modification or in...