Common use of Note Guaranty Clause in Contracts

Note Guaranty. (a) Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder and to the Trustee on behalf of such Holder, that: (i) the principal of (including, for the avoidance of doubt, all PIK Amounts) and premium, if any, and interest on the Notes (including any interest on any overdue principal of and interest on the Notes at the Default Rate) shall be paid in full when due, whether on the Maturity Date, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and all other Obligations of the Issuer shall be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether on the Maturity Date, by acceleration or otherwise. Each of the Note Guaranties of the Guarantor shall be a Guaranty of payment and not of collection. (b) Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture, the other Note Documents or any of the Obligations, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) Guarantor hereby waives the benefits of diligence, presentment, demand for 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 or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guaranty shall not be discharged as to any Note except by the complete payment and performance of the Obligations Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any Note, whether on the Maturity Date, by acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee, at the direction of the Required Holders, on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Note Guaranty without first proceeding against the Issuer or any other Guarantor. Guarantor agrees that if, upon the occurrence of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate any Obligations, to collect interest on any of the Notes, or to enforce or exercise any other right or remedy with respect thereto or to any of the Note Documents, Guarantor shall 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. (d) ▇▇▇▇▇▇▇▇▇ also agrees to pay any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or Guarantor, any amount paid by any of them to the Trustee or any Holder, the Note or the Guaranty of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. This clause (e) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This clause (e) shall survive the termination of this Indenture. (f) Guarantor agrees that, as between Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations may be accelerated in accordance with Article VI for the purposes of this Note Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations, and (ii) in the event of any acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by Guarantor for the purpose of the Note Guaranty. (g) Each Note Guaranty shall remain in full force and effect and continue to be effective notwithstanding: (i) the filing of any petition by or against the any Obligor Party for liquidation or reorganization, (ii) the insolvency of any Obligor Party, any assignment by any Obligor Party for the benefit of its creditors or the appointment of a receiver or trustee for all or any significant part of any Obligor or Obligor Party’s assets, and each Note Guaranty 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or are otherwise required to be be restored or returned by any obligee on the Notes or the Note Guaranty, 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 portion thereof, is rescinded, reduced, restored or returned, the Notes 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. (h) Each payment to be made by Guarantor in respect of the Note Guaranty shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guaranty. (a) Guarantor hereby Subject to Section 12.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guaranties to each Holder of a Note authenticated and irrevocably guarantees delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and obligations the Obligations of the Issuer hereunder and thereunder, and guarantees to each Holder and to the Trustee on behalf of such Holder, that: (ia) the principal of (includingof, for the avoidance of doubt, all PIK Amounts) and premium, if any, and interest on the Notes (including any interest on any overdue principal of and interest on the Notes at the Default Rate) shall will be promptly paid in full when due, subject to any applicable grace period, whether on the Maturity Dateat maturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal, premium, if any, (includingto the extent permitted by law) interest on any interest, without limitationif any, on the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code)Notes, and all other payment Obligations of the Issuer shall to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether on the Maturity Dateat stated maturity, by acceleration acceleration, redemption or otherwise. Each Failing payment when so due of any amount so guaranteed for whatever reason the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guaranties, and shall entitle the Holders to accelerate the Obligations of the Note Guaranties Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Guarantor shall be a Guaranty of payment and not of collection. (b) Guarantor Issuer. The Subsidiary Guarantors hereby agrees agree that its obligations their Obligations ___ hereunder shall be unconditional, ___ irrespective of the validity, ___ regularity or enforceability of the Notes, Notes or this Indenture, the other Note Documents or any of the Obligations, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for 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 or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guaranty shall will not be discharged as to any Note except by the complete payment and performance of the Obligations Guarantor hereby agrees that, contained in the event of a default in payment of principal or premium, if any, or interest on any Note, whether on the Maturity Date, by acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee, at the direction of the Required Holders, on behalf of, or by, the Holder of such Note, subject to the terms Notes and conditions set forth in this Indenture, directly against the Guarantor to enforce the Note Guaranty without first proceeding against the Issuer or any other Guarantor. Guarantor agrees that if, upon the occurrence of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate any Obligations, to collect interest on any of the Notes, or to enforce or exercise any other right or remedy with respect thereto or to any of the Note Documents, Guarantor shall 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. (d) ▇▇▇▇▇▇▇▇▇ also agrees to pay any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or GuarantorIssuer, the Subsidiary Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer or Guarantorthe Subsidiary Guarantors, any amount paid by any of them either to the Trustee or any such Holder, the this Note or the Guaranty of the GuarantorGuaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. This clause (e) Each Subsidiary Guarantor agrees that it shall remain effective notwithstanding not be entitled to, and hereby waives, any contrary action which may be taken by right of subrogation in relation to the Trustee or Holders in respect of any Holder in reliance upon such amount required to be returnedObligations guaranteed hereby. This clause (e) shall survive the termination of this Indenture. (f) Each Subsidiary Guarantor further agrees that, as between Guarantorthe Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations guarantied hereby may be accelerated as provided in accordance with Article VI 6 for the purposes of this Note Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the ObligationsObligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations as provided in Article VI6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by Guarantor the Subsidiary Guarantors for the purpose of this Note Guaranty. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuarantyGuaranties. (g) Each Note Guaranty shall remain in full force and effect and continue to be effective notwithstanding: (i) the filing of any petition by or against the any Obligor Party for liquidation or reorganization, (ii) the insolvency of any Obligor Party, any assignment by any Obligor Party for the benefit of its creditors or the appointment of a receiver or trustee for all or any significant part of any Obligor or Obligor Party’s assets, and each Note Guaranty 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or are otherwise required to be be restored or returned by any obligee on the Notes or the Note Guaranty, 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 portion thereof, is rescinded, reduced, restored or returned, the Notes 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. (h) Each payment to be made by Guarantor in respect of the Note Guaranty shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guaranty. (a) Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder and to the Trustee on behalf of such Holder, that: (i) the principal of (including, for the avoidance of doubt, including all PIK Amounts) and premium, if any, and interest on the Notes (including any interest on any overdue principal of and interest on the Notes at the Default Rate) shall be paid in full when due, whether on the Maturity Date, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and all other Obligations of the Issuer shall be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether on the Maturity Date, by acceleration or otherwise. Each The Note Guaranty of the Note Guaranties of the each Guarantor shall be a Guaranty of payment and not of collection. (b) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture, the other Note Documents or any of the Obligations, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for 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 or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guaranty shall not be discharged as to any -83- Note except by the complete payment and performance of the Obligations Obligations. Each Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any Note, whether on the Maturity Date, by acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee, at the direction of the Required Holders, on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against the such Guarantor to enforce the Note Guaranty without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that if, upon the occurrence of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate any Obligations, to collect interest on any of the Notes, or to enforce or exercise any other right or remedy with respect thereto or to any of the Note Documents, Guarantor shall 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. (d) ▇▇▇▇▇▇▇▇▇ Each Guarantor also agrees to pay any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or GuarantorGuarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or GuarantorGuarantors, any amount paid by any of them to the Trustee or any Holder, the Note or the Guaranty of the GuarantorGuarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This clause (e) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned. This clause (e) shall survive the termination of this Indenture. (f) Each Guarantor 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 may be accelerated in accordance with Article VI for the purposes of this such Guarantor’s Note Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations, and (ii) in the event of any acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of the Note Guaranty. (g) Each Note Guaranty shall remain in full force and effect and continue to be effective notwithstanding: (i) the filing of any petition by or against the any Obligor Party for liquidation or reorganization, (ii) the insolvency of any Obligor Party, any assignment by any Obligor Party for the benefit of its creditors or the appointment of a receiver or trustee for all or any significant part of any Obligor or Obligor Party’s assets, and each Note Guaranty 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or are otherwise required to be be restored or returned by any obligee on the Notes or the Note Guaranty, 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 portion thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent -84- permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (h) Each payment to be made by a Guarantor in respect of the Note Guaranty shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Note Guaranty. (a) Guarantor hereby Subject to Section 12.06 hereof, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guaranties to each Holder of a Note authenticated and irrevocably guarantees delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and obligations the Obligations of the Issuer hereunder and thereunder, and guarantees to each Holder and to the Trustee on behalf of such Holder, that: (ia) the principal of (includingof, for the avoidance of doubt, all PIK Amounts) and premium, if any, and interest on the Notes (including any interest on any overdue principal of and interest on the Notes at the Default Rate) shall will be promptly paid in full when due, subject to any applicable grace period, whether on the Maturity Dateat maturity, by acceleration, call for redemption or otherwise otherwise, and interest on the overdue principal, premium, if any, (includingto the extent permitted by law) interest on any interest, without limitationif any, on the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code)Notes, and all other payment Obligations of the Issuer shall to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; thereof; and (iib) in case of any extension of time of payment or renewal of any Notes or any of any such other obligationsObligations, the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether on the Maturity Dateat stated maturity, by acceleration acceleration, redemption or otherwise. Each Failing payment when so due of any amount so guaranteed for whatever reason the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Note Guaranties, and shall entitle the Holders to accelerate the Obligations of the Note Guaranties Subsidiary Guarantors hereunder in the same manner and to the same extent as the Obligations of the Guarantor shall be a Guaranty of payment and not of collection. (b) Guarantor Issuer. The Subsidiary Guarantors hereby agrees agree that its obligations their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, Notes or this Indenture, the other Note Documents or any of the Obligations, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which that might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives the benefits of diligence, presentment, demand for 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 or any other PersonIssuer, protest, notice and all demands whatsoever and covenants that the this Note Guaranty shall will not be discharged as to any Note except by the complete payment and performance of the Obligations Guarantor hereby agrees that, contained in the event of a default in payment of principal or premium, if any, or interest on any Note, whether on the Maturity Date, by acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee, at the direction of the Required Holders, on behalf of, or by, the Holder of such Note, subject to the terms Notes and conditions set forth in this Indenture, directly against the Guarantor to enforce the Note Guaranty without first proceeding against the Issuer or any other Guarantor. Guarantor agrees that if, upon the occurrence of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate any Obligations, to collect interest on any of the Notes, or to enforce or exercise any other right or remedy with respect thereto or to any of the Note Documents, Guarantor shall 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. (d) ▇▇▇▇▇▇▇▇▇ also agrees to pay any and all out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.1. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or GuarantorIssuer, the Subsidiary Guarantors, or any custodianNote Custodian, trusteeTrustee, liquidator or other similar official acting in relation to either the Issuer or Guarantorthe Subsidiary Guarantors, any amount paid by any of them either to the Trustee or any such Holder, the this Note or the Guaranty of the GuarantorGuaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. This clause (e) Each Subsidiary Guarantor agrees that it shall remain effective notwithstanding not be entitled to, and hereby waives, any contrary action which may be taken by right of subrogation in relation to the Trustee or Holders in respect of any Holder in reliance upon such amount required to be returnedObligations guaranteed hereby. This clause (e) shall survive the termination of this Indenture. (f) Each Subsidiary Guarantor further agrees that, as between Guarantorthe Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (ix) the maturity of the Obligations guarantied hereby may be accelerated as provided in accordance with Article VI 6 for the purposes of this Note Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the ObligationsObligations guaranteed hereby, and (iiy) in the event of any declaration of acceleration of such Obligations as provided in Article VI6 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by Guarantor the Subsidiary Guarantors for the purpose of this Note Guaranty. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note GuarantyGuaranties. (g) Each Note Guaranty shall remain in full force and effect and continue to be effective notwithstanding: (i) the filing of any petition by or against the any Obligor Party for liquidation or reorganization, (ii) the insolvency of any Obligor Party, any assignment by any Obligor Party for the benefit of its creditors or the appointment of a receiver or trustee for all or any significant part of any Obligor or Obligor Party’s assets, and each Note Guaranty 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 Notes are, pursuant to applicable law, rescinded or reduced in amount, or are otherwise required to be be restored or returned by any obligee on the Notes or the Note Guaranty, 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 portion thereof, is rescinded, reduced, restored or returned, the Notes 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. (h) Each payment to be made by Guarantor in respect of the Note Guaranty shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.