Common use of Subsidiary Guarantees Clause in Contracts

Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) 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 at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company 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 whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subsidiary Guarantees. Subject to this Article 10(a) Each Subsidiary Guarantor hereby jointly and severally, each of the Subsidiary Guarantors hereby irrevocably and unconditionally guarantees on a senior basis and irrevocably guarantees on a first priority senior secured basis, as a primary obligor and not merely as a surety, to each Holder of a Note authenticated and delivered by Holder, the Trustee and the Collateral Agent and their successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee and its successors the Collateral Agent) and assigns that: (a) the Securities, whether for payment of principal of, premium, if any, and or interest on the Notes shall be promptly paid in Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (ii) the full when due, subject to any and punctual performance within applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and periods of all other obligations of the Company to Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Holders Securities (the foregoing obligations set forth in clauses (i) through (ii) being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder in part, without notice or further assent from each such Subsidiary Guarantor, and that each such Subsidiary Guarantor shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding remain bound under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) in case of this Article 12 notwithstanding 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionGuaranteed Obligation.

Subsidiary Guarantees. Subject to If on or after the date of this Article 10Indenture, each a Subsidiary of the Company incurs or guarantees obligations under the Revolving Credit Facility or incurs or guarantees obligations under any other Credit Facility Debt or Capital Markets Debt of the Company or any of the Subsidiary Guarantors hereby unconditionally Guarantors, if such Subsidiary of the Company is not already a Subsidiary Guarantor, the Company shall cause such Subsidiary, within 30 days to (a) execute and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary shall fully and its successors and assigns that: (a) unconditionally guarantee all of the Company’s obligations under this Indenture, including the prompt payment in full when due of the principal of, premiumpremium on, if any, and interest and, without duplication, defaulted interest, if any, on the Notes shall be promptly paid in full when dueand all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration, redemption acceleration or otherwise, and interest on the any overdue principal of, and any overdue interest on, on the Notes, if lawful, Notes and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with under the Notes on the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim set forth in any such proceeding (in each case to the extent permitted by law); Article Ten, and (b) deliver to the Trustee an opinion of counsel to the effect that (i) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (ii) such supplemental indenture and guarantee of the notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such Guarantee of the Notes shall be equal in case of any extension of time ranking (“pari passu”) or senior in right 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 Guarantee or other obligation giving rise to the extension or renewal, whether at stated maturity, by acceleration pursuant obligation to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, guarantee the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionNotes.

Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) 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 at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company 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 whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law)thereof; and (b) 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subsidiary Guarantees. Subject to this Article 10(a) Each Subsidiary Guarantor hereby jointly and severally irrevocably and unconditionally guarantees, each of the Subsidiary Guarantors hereby unconditionally as a primary obligor and irrevocably guarantees not merely as a surety, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (ai) the principal of, premium, if any, full and interest on the Notes shall be promptly paid in full punctual payment when due, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee (in each of its capacities hereunder and the Notes Collateral Agent)) and the Securities, whether for payment of principal of or interest on in respect of the overdue principal of, Securities and interest on, all other monetary obligations of the Notes, if lawful, Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company to whether for fees, expenses, indemnification or otherwise under this Indenture and the Holders Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or the Trustee hereunder renewed, in whole or thereunder in part, without notice or further assent from each such Subsidiary Guarantor, and that each such Subsidiary Guarantor shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding remain bound under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) in case of this Article 10 notwithstanding 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collectionGuaranteed Obligation.

Subsidiary Guarantees. (a) Subject to this Article 1012, each of the Subsidiary Guarantors hereby unconditionally Guarantors, jointly and irrevocably guarantees severally, fully and unconditionally, guarantees, on a senior unsecured basis (or, with respect to each Subsidiary Guarantor that is a Grantor Subsidiary, a senior secured basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe stated Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, on the Notes, if lawfulany, if lawful (subject in all cases to any applicable grace period provided herein), and all other monetary obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law)thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) 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 at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company 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 whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law); and (b) 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.. Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Subsidiary Guarantee shall be joint and several and unconditional, irrespective of the validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, the recovery of Table of Contents

Subsidiary Guarantees. (a) Subject to this Article 1012, each of the Subsidiary Guarantors hereby unconditionally Guarantors, jointly and irrevocably guarantees severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (ai) the principal of, premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at maturitythe stated Maturity Date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on, on the Notes, if lawfulany, if lawful (subject in all cases to any applicable grace period provided herein), and all other monetary obligations of the Company to the Holders or the Trustee hereunder or thereunder shall will be promptly paid in full or performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law)thereof; and (bii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall will 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subsidiary Guarantees. Subject to this Article 10Each Subsidiary Guarantor hereby fully, each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of a Note authenticated the Securities and delivered by the Trustee the full and to the Trustee and its successors and assigns that: (a) punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of 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 at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, Securities and all other monetary obligations of the Company under this Indenture (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Holders Company or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof any Subsidiary Guarantor whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including claim for post-filing or post-petition interestinterest is allowed in such proceeding) and whether or not allowed or allowable as a claim in any such proceeding (in each case all the foregoing being hereinafter collectively called the “Guarantor Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law); ) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and (b) in case of that it will remain bound under this Article X notwithstanding 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediatelyGuarantor Obligation. Each Subsidiary Guarantor agrees that this is a guarantee waives presentation to, demand of payment from and not a guarantee protest to the Company of collection.any of the Guarantor Obligations and also waives notice of protest for 108

Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees to each Holder of a Note authenticated certified and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) 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 at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on, the Notes, if lawful, and all other obligations of the Company Issuers 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 whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law)thereof; and (b) 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subsidiary Guarantees. (a) Subject to this Article 109, each of the Subsidiary Guarantors hereby hereby, jointly and severally, unconditionally and irrevocably guarantees to the holder of each Holder of a Note authenticated and delivered issued by the Trustee and Company hereunder (particularly to the Trustee Issuer and its successors the Trustee), irrespective of the validity and assigns enforceability of this Loan Agreement or the Notes and the Obligations of the Company under the Notes or this Loan Agreement, that: (a) the principal of, and purchase price of and interest and premium, if any, and interest on the Notes shall will be promptly paid in full when due, subject to any applicable grace period, whether at maturityStated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of, of and premium and (to the extent permitted by law) interest on, on the Notes, if lawful, and all other obligations payment Obligations of the Company to the Holders Issuer or the Trustee hereunder under the Notes or thereunder shall this Loan Agreement will be promptly paid in full or and performed, all in accordance with the terms hereof and thereof whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law)thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligationsObligations, that 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 at stated maturityStated Maturity, by acceleration pursuant to Section 6.02 hereofacceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subsidiary Guarantees. Subject to this Article 10Each Guarantor, each of the Subsidiary Guarantors hereby jointly and severally, shall unconditionally and irrevocably guarantees guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, of and premium and interest on the Notes shall be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, of and interest on, on premium and interest on the Notes, if any, if lawful, and all other obligations of the Company 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 whether or not such guaranteed obligations arise after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding (in each case to the extent permitted by law)thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the 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 pursuant to Section 6.02 hereof, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this is a guarantee Indenture, the absence of payment and not a guarantee any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of collection.any judgment against the Company, any action to enforce the same or any other circumstance which