The Note Guarantees Clause Samples

The Note Guarantees. Subject to the limitations set forth in this Article 10, each of the Note Guarantors (whether an Initial Note Guarantor originally a signatory hereto or a Restricted Subsidiary that became a Note Guarantor subsequent to the Issue Date pursuant to a Guarantee Agreement as set forth in Section 4.09) hereby, jointly and severally, guarantees as principal obligor to each Holder of a Note authenticated by the Trustee or the Authenticating Agent and to the Trustee and its successors and assigns (a) the full and punctual payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes and this Indenture and (b) the full and punctual performance of all other obligations of the Issuer under this Indenture and the Notes (including any amounts and indemnities due to the Trustee), in each case subject to applicable grace periods (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Note Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Note Guarantor and that such Note Guarantor will remain bound under this Article 10 in accordance with the terms of such extension or renewal of any Guaranteed Obligation. Each Note Guarantor agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

The Note Guarantees. Subject to the provisions of this Article 10, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, as a primary obligor and not merely as a surety, on a senior basis, secured by the Collateral, to the Trustee and each Holder and their respective successors and assignees, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under this Indenture. Upon failure by the Issuer to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

The Note Guarantees. The notes will be guaranteed by each of UOL’s current and future Domestic Subsidiaries, other than Intermediate Co., Merger Co., FTD and their respective Subsidiaries. Each Guarantee of the notes: • will be a general obligation of the Guarantor; • will be pari passu in right of payment with all existing and future Senior Debt of that Guarantor; and • will be senior in right of payment to any future Subordinated Indebtedness of that Guarantor. As of the date of the indenture, all of UOL’s Subsidiaries, other than Intermediate Co., Merger Co., FTD and their respective Subsidiaries, will be “Restricted Subsidiaries,” and CMC will be a direct or indirect Wholly Owned Restricted Subsidiary of UOL, except in the event of a CMC IPO or a transaction of the type described in clause 2(b) of the first paragraph under the caption “—Repurchase at the Option of Holders—Asset Sales,” or the issuance of Equity Interests of CMC in accordance with clause 8(b) of the second paragraph of the definition of “Asset Sale.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” UOL will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” In addition, CMC and its Subsidiaries will automatically become Unrestricted Subsidiaries upon consummation of a CMC IPO. Unrestricted Subsidiaries will not be subject to any of the covenants or defaults in the indenture. Unrestricted Subsidiaries will not guarantee the notes. UOL will issue $100 million in aggregate principal amount of notes. UOL may not issue additional notes under the indenture. UOL will issue notes in denominations of $1.00 and integral multiples of $1.00 in excess of $1.00. The notes will mature on the fifth anniversary of the date of the indenture. Interest on the notes will accrue at the rate of 13.0% per annum and will be payable quarterly in arrears on , , and , commencing on , 2008. Interest on overdue principal and interest will accrue at a rate that is 1% higher than the interest rate on the notes. UOL will make each interest payment to the holders of record on the immediately preceding , , and . Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Note Guarantees. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the Issuer, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under this Indenture. Upon failure by the Issuer to pay punctually any such amount, the Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture. The obligations of the Guarantors under the Note Guarantees shall constitute unsecured unsubordinated obligations of the Guarantors.

The Note Guarantees. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Issuer under this Indenture. Upon failure by the Issuer to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

The Note Guarantees. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

The Note Guarantees. Payment of principal of, premium or Additional Tax Amounts, if any, and interest (including interest on overdue principal, if any, and interest, if lawful) on the Notes is guaranteed on an unsecured, senior subordinated basis by the Guarantors pursuant to Article XII of the Indenture.

The Note Guarantees. Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety and on an unsecured basis, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of any obligations of the Issuer and any other Guarantor under this Indenture and the Notes (a “Note Guarantee”). Each Guarantor further agrees (to the extent permitted by law) that the obligations of the Issuer and any other Guarantor under this Indenture and the Notes (the “Guaranteed Obligations”) may be modified in any manner and may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any modification, extension or renewal of any Guaranteed Obligation. Each Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee.