Notes Guarantee. (a) Subject to the provisions of this Article Twelve, each Notes Guarantor, jointly and severally, hereby fully and unconditionally guarantees to each holder of a Note authenticated and delivered by the Trustee and to the Trustee, irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder:
Notes Guarantee. Each Guarantor hereby fully, irrevocably and unconditionally, jointly and severally, unconditionally and irrevocably Guarantees to each of the Holders and to the Trustee and the Collateral Agent and their respective successors and assigns that (i) the principal of, premium, if any and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether upon redemption pursuant to the terms of the Notes, by acceleration or otherwise, and interest on the overdue principal (including interest accruing at the then applicable rate provided in this Indenture and the Notes after the occurrence of any Event of Default set forth in Sections 6.01(g), whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws), if any, and interest on any interest, if any, to the extent lawful, of the Notes and all other obligations of the Company to the Holders, the Trustee and the Collateral Agent hereunder, thereunder or under any Collateral Agreement shall be promptly paid in full or performed, all in accordance with the terms hereof, thereof and of the Collateral Agreements; and (ii) in case of any extension of time of payment or renewal of any of the Notes or of any 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, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.03. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or any Collateral Agreement, the absence of any action to enforce the same, any waiver or consent by any of the Holders of Notes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any 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 a Guarantor. Each Guarantor, to the extent permitted by applicable law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceedin...
Notes Guarantee. (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured, unsubordinated basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that (1) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
Notes Guarantee. The Operating Partnership shall have duly executed the Notes, and the Company shall have duly executed the Guarantee of the Notes, in each case in the form required pursuant to the Indenture.
Notes Guarantee. The Guaranteeing Subsidiary hereby agrees as of the date hereof to be a Notes Guarantor under the Indenture, with the rights, obligations and duties of a Notes Guarantor thereunder as if the Guaranteeing Subsidiary were a Notes Guarantor and had executed the Indenture as a Notes Guarantor.
Notes Guarantee. (a) The Guarantors hereby, jointly and severally, guarantee, on a senior secured basis, to each Holder, to the Trustee and the Collateral Agent and the successors and assigns of the Trustee or the Collateral Agent on behalf of each Holder, the due and punctual payment of the Notes Obligations. The Guarantors further agree that the Notes Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors and that the Guarantors shall remain bound under this Article 12 notwithstanding any extension or renewal of any Notes Obligation. All payments under such Guarantee shall be made in U.S. dollars.
Notes Guarantee. The Operating Partnership shall have duly executed the Notes, and the Company shall have duly executed the Guarantee of the Notes, in each case in the form required pursuant to the Indenture. (l) DTC. Prior to the Closing Time, the Operating Partnership and the Trustee shall have executed and delivered the Letter of Representations to DTC and at the Closing Time, the Securities shall be eligible for clearance, settlement and trading through the facilities of DTC. (m)
Notes Guarantee. The payment of the principal and interest in respect of the Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed has been jointly and severally unconditionally and irrevocably (subject to the provisions of Condition 3(c)) guaranteed by each of the Guarantors (the “Notes Guarantee”) in the Trust Deed. As of the Issue Date, the Guarantors are Xxxxxxx Xxxx Organization Limited, WHG (International) Limited and Xxxxxxx Xxxx Australia Holdings Pty Limited.
Notes Guarantee. 66 Section 11.02. Execution and Delivery of Notes Guarantee .................... 67 Section 11.03. Guarantors May Consolidate, etc., on Certain Terms ........... 68 Section 11.04. Releases Following Sale of Assets ............................ 68 Section 11.05. Limitation on Guarantor Liability ............................ 69 Section 11.06. Trustee to Include Paying Agent .............................. 69 ARTICLE 12 SUBORDINATION OF NOTES GUARANTEE Section 12.01. Agreement to Subordinate ..................................... 69 Section 12.02. Liquidation; Dissolution; Bankruptcy ......................... 70 Section 12.03. Default on Designated Guarantor Senior Debt .................. 70 Section 12.04. Acceleration of Notes ........................................ 71 Section 12.05. When Distribution Must Be Paid Over .......................... 71 Section 12.06. Notice by Guarantor .......................................... 71 Section 12.07. Subrogation .................................................. 72 Section 12.08. Relative Rights .............................................. 72 Section 12.09. Subordination May Not Be Impaired by Guarantor ............... 72 Section 12.10. Distribution or Notice to Representative ..................... 72 Section 12.11. Rights of Trustee and Paying Agent ........................... 72 Section 12.12. Authorization to Effect Subordination ........................ 73 Section 12.13. Amendments ................................................... 73 Section 12.14. No Waiver of Subordination Provisions ........................ 73 Section 12.15. Certain Definitions .......................................... 73
Notes Guarantee. The Company shall have delivered the Notes in the manner set forth in Sections 1 and 2 hereof and LCI shall have delivered the Guarantee.
