Common use of Security Guarantees Clause in Contracts

Security Guarantees. (a) The Guarantors shall fully and unconditionally guarantee, on an unsecured, senior, joint and several basis, to each Holder of such Securities and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, on, and all other monetary obligations of the Issuer under this Indenture and such Securities (including obligations to the Trustee) with respect to each Security authenticated and delivered by the Trustee or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of this Indenture (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the 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 Fifteen notwithstanding any extension or renewal of any Obligation. All payments under such Security Guarantee will be made in the currency of the applicable Securities. The Guarantors hereby agree that their obligations hereunder shall be as if they were principal debtor and not merely surety, unaffected by, and irrespective of, any validity, irregularity or unenforceability of any such Security or this Indenture, any failure to enforce the provisions of any such Security or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase the principal amount of any such Security or the interest rate thereon or change the currency of payment with respect to any such Security, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require that the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Security Guarantee (including, for the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale of the assets of the Issuer to satisfy the outstanding principal of, interest on or any other amount payable under each Security prior to recourse against the Guarantors or their assets), protest or notice with respect to any Security or the Debt evidenced thereby and all demands whatsoever, and covenants that the Security Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and interest thereon or as otherwise provided in this Indenture, including Section 1504. If at any time any payment of principal of, premium, if any, or interest, if any, on such Security is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer, the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as of the date of such rescission, restoration or returns as though such payment had become due but had not been made at such times. The Guarantors also agree to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under Section 1502.

Security Guarantees. (a) The Guarantors shall fully Each Guarantor hereby jointly ------------------- and severally unconditionally guarantee, on an unsecured, senior, joint and several basisirrevocably guarantees as a primary obligor and not merely as a surety, to each Holder of such Securities and to the Trustee and its successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal of, premium, if any, interestand interest and Liquidated Damages, if any, onon the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer Company under this Indenture and such Securities (including obligations to the Trustee) with respect to each Security authenticated and delivered by the Trustee Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Fifteen XI notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under such Security Guarantee will be made in Each Guarantor waives presentation to, demand of, payment from and protest to the currency Company of any of the applicable SecuritiesGuaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were principal debtor and not merely surety, unaffected by, and irrespective of, any validity, irregularity or unenforceability affected by (a) the failure of any such Security Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any failure to enforce other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of any such Security or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, Securities or any other circumstance which may otherwise constitute a legal agreement; (d) the release of any security held by any Holder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (e) the failure of any Holder or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence Trustee to exercise any right or circumstance shall without the written consent remedy against any other Guarantor of the Guarantors increase Guaranteed Obligations; or (f) any change in the principal amount ownership of any such Guarantor, except as provided in Section 11.02(b). Each Guarantor further agrees that its Security or the interest rate thereon or change the currency of payment with respect to any such Security, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Guarantee herein constitutes a Guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of the Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Security Guarantee (including, any security held for the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale payment of the assets Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Issuer invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to satisfy assert any claim or demand or to enforce any remedy under this Indenture, the outstanding principal of, interest on Securities or any other amount payable under each Security prior agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to recourse against the Guarantors do any other act or their assets), protest thing which may or notice with respect might in any manner or to any Security extent vary the risk of any Guarantor or the Debt evidenced thereby and all demands whatsoever, and covenants would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that the its Security Guarantee will not herein shall continue to be discharged with respect to any Security except by payment in full of effective or be reinstated, as the principal thereof and interest thereon or as otherwise provided in this Indenturecase may be, including Section 1504. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, premiumupon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest, premium and Liquidated Damages, if any, on such Security is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the IssuerCompany to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the date Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such rescissionGuaranteed Obligations as provided in Article VI, restoration such Guaranteed Obligations (whether or returns as though such payment had not due and payable) shall forthwith become due but had not been made at and payable by such timesGuarantor for the purposes of this Section. The Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred Incurred by the Trustee or any Holder in enforcing any rights under Section 1502this Section.

Security Guarantees. (a) The Guarantors shall fully Each Guarantor hereby jointly and ------------------- severally unconditionally guarantee, on an unsecured, senior, joint and several basisirrevocably guarantees as a primary obligor and not merely as a surety, to each Holder of such Securities and to the Trustee and its successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal of, premium, if any, interestand interest and Liquidated Damages, if any, onon the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer Company under this Indenture and such Securities (including obligations to the Trustee) with respect to each Security authenticated and delivered by the Trustee Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Fifteen XI notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under such Security Guarantee will be made in Each Guarantor waives presentation to, demand of, payment from and protest to the currency Company of any of the applicable SecuritiesGuaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were principal debtor and not merely surety, unaffected by, and irrespective of, any validity, irregularity or unenforceability affected by (a) the failure of any such Security Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any failure to enforce other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of any such Security or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, Securities or any other circumstance which may otherwise constitute a legal agreement; (d) the release of any security held by any Holder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (e) the failure of any Holder or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence Trustee to exercise any right or circumstance shall without the written consent remedy against any other Guarantor of the Guarantors increase Guaranteed Obligations; or (f) any change in the principal amount ownership of any such Guarantor, except as provided in Section 11.02(b). Each Guarantor further agrees that its Security or the interest rate thereon or change the currency of payment with respect to any such Security, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Guarantee herein constitutes a Guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of the Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Security Guarantee (including, any security held for the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale payment of the assets Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Issuer invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to satisfy assert any claim or demand or to enforce any remedy under this Indenture, the outstanding principal of, interest on Securities or any other amount payable under each Security prior agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to recourse against the Guarantors do any other act or their assets), protest thing which may or notice with respect might in any manner or to any Security extent vary the risk of any Guarantor or the Debt evidenced thereby and all demands whatsoever, and covenants would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that the its Security Guarantee will not herein shall continue to be discharged with respect to any Security except by payment in full of effective or be reinstated, as the principal thereof and interest thereon or as otherwise provided in this Indenturecase may be, including Section 1504. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, premiumupon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest, premium and Liquidated Damages, if any, on such Security is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the IssuerCompany to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the date Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such rescissionGuaranteed Obligations as provided in Article VI, restoration such Guaranteed Obligations (whether or returns as though such payment had not due and payable) shall forthwith become due but had not been made at and payable by such timesGuarantor for the purposes of this Section. The Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred Incurred by the Trustee or any Holder in enforcing any rights under Section 1502this Section.

Security Guarantees. (a) The Guarantors shall fully Each Guarantor hereby jointly and severally unconditionally guarantee, on an unsecured, senior, joint and several basisirrevocably guarantees as a primary obligor and not merely as a surety, to each Holder of such Securities and to the Trustee and its successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal of, premium, if any, interestand interest and Liquidated Damages, if any, onon the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer Company under this Indenture and such Securities (including obligations to the Trustee) with respect to each Security authenticated and delivered by the Trustee Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Fifteen XI notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under such Security Guarantee will be made in Each Guarantor waives presentation to, demand of, payment from and protest to the currency Company of any of the applicable SecuritiesGuaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were principal debtor and not merely surety, unaffected by, and irrespective of, any validity, irregularity or unenforceability affected by (a) the failure of any such Security Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any failure to enforce other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of any such Security or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, Securities or any other circumstance which may otherwise constitute a legal agreement; (d) the release of any security held by any Holder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence or circumstance shall without the written consent of the Guarantors increase Guaranteed Obligations; or (f) any change in the principal amount ownership of any such Guarantor, except as provided in Section 11.02(b). Each Guarantor further agrees that its Security or the interest rate thereon or change the currency of payment with respect to any such Security, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Guarantee herein constitutes a Guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of the Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Security Guarantee (including, any security held for the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale payment of the assets Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Issuer invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to satisfy assert any claim or demand or to enforce any remedy under this Indenture, the outstanding principal of, interest on Securities or any other amount payable under each Security prior agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to recourse against the Guarantors do any other act or their assets), protest thing which may or notice with respect might in any manner or to any Security extent vary the risk of any Guarantor or the Debt evidenced thereby and all demands whatsoever, and covenants would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that the its Security Guarantee will not herein shall continue to be discharged with respect to any Security except by payment in full of effective or be reinstated, as the principal thereof and interest thereon or as otherwise provided in this Indenturecase may be, including Section 1504. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, premiumupon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest, premium and Liquidated Damages, if any, on such Security is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization extent not prohibited by law) and (iii) all other 105 monetary Guaranteed Obligations of the IssuerCompany to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the date Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such rescissionGuaranteed Obligations as provided in Article VI, restoration such Guaranteed Obligations (whether or returns as though such payment had not due and payable) shall forthwith become due but had not been made at and payable by such timesGuarantor for the purposes of this Section. The Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred Incurred by the Trustee or any Holder in enforcing any rights under Section 1502this Section.

Security Guarantees. (a) The Guarantors shall fully Each Guarantor hereby jointly and severally unconditionally guarantee, on an unsecured, senior, joint and several basis------------------- irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder of such Securities and to the Trustee and its successors and assigns on behalf of each Holder, (a) the full and punctual payment of principal of, premium, if any, interestand interest and Liquidated Damages, if any, onon the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary obligations of the Issuer Company under this Indenture and such Securities (including obligations to the Trustee) with respect to each Security authenticated and delivered by the Trustee Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for expenses, indemnification or its agent pursuant to and in accordance with this Indenture, in accordance with the terms of otherwise under this Indenture and the Securities (all of the foregoing being hereinafter collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor further agree agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors each such Guarantor, and that the Guarantors each such Guarantor shall remain bound under this Article Fifteen XI notwithstanding any extension or renewal of any Guaranteed Obligation. All payments under such Security Guarantee will be made in Each Guarantor waives presentation to, demand of, payment from and protest to the currency Company of any of the applicable SecuritiesGuaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The Guarantors hereby agree that their obligations of each Guarantor hereunder shall not be as if they were principal debtor and not merely surety, unaffected by, and irrespective of, any validity, irregularity or unenforceability affected by (a) the failure of any such Security Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any failure to enforce other agreement or otherwise; (b) any extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of any such Security or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto by the Holders or the Trustee, Securities or any other circumstance which may otherwise constitute a legal agreement; (d) the release of any security held by any Holder or equitable discharge the Trustee for the Guaranteed Obligations or any of a surety them; (e) the failure of any Holder or guarantor (except payment in full); provided, however, that, notwithstanding the foregoing, no such waiver, modification, indulgence Trustee to exercise any right or circumstance shall without the written consent remedy against any other Guarantor of the Guarantors increase Guaranteed Obligations; or (f) any change in the principal amount ownership of any such Guarantor, except as provided in Section 11.02(b). Each Guarantor further agrees that its Security or the interest rate thereon or change the currency of payment with respect to any such Security, or alter the Stated Maturity thereof. The Guarantors hereby waive diligence, presentment, demand Guarantee herein constitutes a Guarantee of payment, filing performance and compliance when due (and not a guarantee of claims with a court in the event of merger or bankruptcy of the Issuer, collection) and waives any right to require that any resort be had by any Holder or the Trustee pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Security Guarantee (including, any security held for the avoidance of doubt, any right which the Guarantors may have to require the seizure and sale payment of the assets Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Issuer invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to satisfy assert any claim or demand or to enforce any remedy under this Indenture, the outstanding principal of, interest on Securities or any other amount payable under each Security prior agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to recourse against the Guarantors do any other act or their assets), protest thing which may or notice with respect might in any manner or to any Security extent vary the risk of any Guarantor or the Debt evidenced thereby and all demands whatsoever, and covenants would otherwise operate as a discharge of any Guarantor as a matter of law or equity. Each Guarantor further agrees that the its Security Guarantee will not herein shall continue to be discharged with respect to any Security except by payment in full of effective or be reinstated, as the principal thereof and interest thereon or as otherwise provided in this Indenturecase may be, including Section 1504. If if at any time payment, or any payment part thereof, of principal ofof or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, premiumupon the failure of the Company to pay the principal of or interest, premium or Liquidated Damages, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest, premium and Liquidated Damages, if any, on such Security is rescinded or must be otherwise restored or returned upon Guaranteed Obligations (but only to the insolvency, bankruptcy or reorganization extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the IssuerCompany to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the date Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Security Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such rescissionGuaranteed Obligations as provided in Article VI, restoration such Guaranteed Obligations (whether or returns as though such payment had not due and payable) shall forthwith become due but had not been made at and payable by such timesGuarantor for the purposes of this Section. The Guarantors Each Guarantor also agree agrees to pay any and all costs and expenses (including reasonable attorneys’ fees' fees and expenses) incurred Incurred by the Trustee or any Holder in enforcing any rights under Section 1502this Section.