Senior Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis for the benefit of each Holder of a Security that has been authenticated and delivered by the Trustee, and for the benefit of the Trustee on behalf of such Holder, the due and punctual payment of the principal of, premium, if any, and interest on such Security when and as the same shall become due and payable, whether at its Stated Maturity or following acceleration, call for redemption, purchase or otherwise, in each case in accordance with the terms and conditions of such Security, this Fifth Supplemental Indenture and the Indenture Series. Each of the Subsidiary Guarantors shall be from the effective date of this Fifth Supplemental Indenture a "Subsidiary Guarantor" within the meaning and for all purposes of the Indenture. In addition, Allied hereby guarantees to the extent set forth in the Senior Guarantee endorsed upon each Security for the benefit of the Holder thereof, the obligations of each Subsidiary Guarantor thereunder.
Senior Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis 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 of the principal of (and premium, -94- 103 if any) and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, each of Allied and the Subsidiary Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Company. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of any Security or this Indenture, the absence of any action to enforce the same, any creation, exchange, release or nonperfection of any Lien on any collateral for, 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 any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a security interest by the Company, as debtor in possession, under Section 364 of the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code, 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 any Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company (or with respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) 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 of the Guarantors hereby waives the benefits of diligence, presentment, demand of payment, a...
Senior Guarantee. In the case of Senior Guaranteed Notes, the Senior Guarantee ceases to be, or is claimed by the Guarantor not to be, in full force and effect.
Senior Guarantee. 98 Section 15.1. Senior Guarantee ............................................................................98 Section 15.2. Execution and Delivery of Senior Guarantees.................................................101 Section 15.3. Subsidiary Guarantors May Consolidate, Etc., on Certain Terms...............................102 Section 15.4. Release of Guarantors.......................................................................102 Section 15.5. Additional Guarantors.......................................................................102 ARTICLE 16 Jurisdiction and Consent to Service of Process..............................................103 SECTION 16.1 Jurisdiction and Consent to Service of Process..............................................103 -v- 9 SENIOR INDENTURE (the "Indenture"), dated as of ___________, 1997, among ALLIED WASTE NORTH AMERICA, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), having its principal office at 15880 Xxxxx Xxxxxxxx-Xxxxxx Xxxx, Suite 100, Scottsdale, Arizona 85260, each of the GUARANTORS (as hereinafter defined) and FIRST TRUST NATIONAL ASSOCIATION, a national banking association, as Trustee (the "Trustee").
Senior Guarantee. Each of Allied and the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on a senior basis 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 of the principal of, premium, if any, and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture all in accordance with the terms and conditions of each Series Indenture and shall be from the effective date hereof a Subsidiary Guarantor within the meaning and for all purposes of the Series Indenture.
Senior Guarantee. 99 Section 15.2. Execution and Delivery of Senior Guarantees........
Senior Guarantee. The Subsidiary Guarantors (as defined in the Indenture referred to in the Note upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee on a senior basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "SUBSIDIARY GUARANTEE") the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture. The Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Subsidiary Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Subsidiary Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. KAL-MAR PROPERTIES CORP. By: ______________________________________ Name: Title: CONCORD FINANCIAL SERVICES, INC. By: ______________________________________ Name: Title: A-9 98 PRIME FOODS DEVELOPMENT CORP. By: ______________________________________ Name: Title: If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint_____________________________________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Senior Guarantee. 123 SECTION 12.02 When Guarantor May Merge, Etc. . . . . . . . . 125
Senior Guarantee. The Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Senior Notes and the Coupons. Its obligations in that respect (the “Senior Guarantee”) are contained in the Deed of Guarantee.
Senior Guarantee. Each of Allied and each of the Subsidiary Guarantors hereby jointly and severally unconditionally guarantees for the benefit of each Holder of a Security that has been authenticated and delivered by the Trustee, and for the benefit of the Trustee on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and interest on such Security when and as the same shall become due and payable, whether at its Stated Maturity or following acceleration, call for redemption, purchase or otherwise, in each case in accordance with the terms and conditions of such Security, this Seventh Supplemental Indenture and the Indenture Series. Each of the Subsidiary Guarantors
