The Subsidiary Guarantee. The Guarantors, no later than the Closing Date (as hereinafter defined), shall have taken all necessary action to authorize the issuance of their unconditional guarantee of payment of the Debentures as set forth in the Subsidiary Guarantee and to make their guarantee of the Debentures the enforceable obligation it purports to be in accordance with the terms of the Subsidiary Guarantee. The Subsidiary Guarantee is not effective or enforceable against the Guarantors until the Senior Notes Reduction Date. The Subsidiary Guarantee will become effective and enforceable against each of the Guarantors on the Senior Notes Reduction Date without any further action by any party.
The Subsidiary Guarantee. Each Subsidiary Guarantor hereby jointly and severally guarantees (the “Subsidiary Guarantee”), as a primary obligor and not as a surety, to the Trustee and each Holder and their respective successors and assigns, the prompt payment in full when due (whether at Stated Maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Notes, and all other obligations from time to time owing to the Trustee and the Holders by the Company under this Indenture and the Notes, in each case strictly in accordance with the terms hereof (such obligations being herein collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor jointly and severally agrees that if the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, each Subsidiary Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
The Subsidiary Guarantee. 4. The Restated Certificate of Incorporation of the Company certified by the Delaware Secretary of State on October 21, 1992.
The Subsidiary Guarantee. The Subsidiary Guarantor hereby irrevocably guarantees to the Administrative Agent for the benefit of the Lenders and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to Midwest and all indebtedness of Midwest with respect to any Interest Rate Hedging Transactions with a counterparty who is either a Lender or an Affiliate of a Lender and all other amounts from time to time owing to the Lenders or the Administrative Agent under the Credit Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor hereby further agrees that if Midwest shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at stated maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
The Subsidiary Guarantee. 49 Section 11.1. The Subsidiary Guarantee.............................49
The Subsidiary Guarantee. To induce the Banks to provide the credits described herein and in consideration of benefits expected to accrue to each Subsidiary Guarantor by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary Guarantor hereby unconditionally and irrevocably Subsidiary Guarantees jointly and severally to the Agent, the Banks, and each other holder of an Obligation, the due and punctual payment of all present and future indebtedness of the Company evidenced by or arising out of the Loan Documents, including, but not limited to, the due and punctual payment of principal of and interest on the Notes and the due and punctual payment of all other Obligations now or hereafter owed by the Company under the Loan Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms hereof and thereof. In case of failure by the Company punctually to pay any indebtedness or other Obligations Subsidiary Guaranteed hereby, each Subsidiary Guarantor hereby unconditionally agrees jointly and severally to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration or otherwise, and as if such payment were made by the Company.
The Subsidiary Guarantee. Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Bank, to each Affiliate of a Bank that enters into an Interest Rate Protection Agreement and to the Agent as hereinafter provided the prompt payment of the Subsidiary Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Subsidiary Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as mandatory cash collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents or Interest Rate Protection Agreements, to the extent the obligations of a Subsidiary Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Subsidiary Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Federal Bankruptcy Code).
The Subsidiary Guarantee. The Subsidiary Guarantee, if issued, will be duly authorized by the Subsidiary Guarantors and will be valid and legally binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture;
The Subsidiary Guarantee. The Notes and the obligations of the Company hereunder and under the Other Agreement will be unconditionally guaranteed by New York Trap Rock Corporation, a Delaware corporation (the "SUBSIDIARY GUARANTOR") and a Wholly-Owned Subsidiary of the Company, pursuant to a subsidiary guarantee substantially in the form of Exhibit 1.2 (the "SUBSIDIARY GUARANTEE"). Under circumstances described in Section 10.5 the Company may be entitled to obtain the release of the Subsidiary Guarantee in respect of a Transfer of all or substantially all of the capital stock or assets of the Subsidiary Guarantor.
The Subsidiary Guarantee. Each Guarantor, jointly and severally, hereby unconditionally guarantees, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the full and punctual payment of all amounts payable by Dollar under the Master Agreement, the Guaranty Agreement and the other Operative Documents (all of the foregoing, including without limitation, interest accruing or what would have accrued after the filing of a petition in bankruptcy or other insolvency proceeding, being referred to collectively as the "Guaranteed Obligations"). Upon failure by Dollar to pay punctually any such amount, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Master Agreement, the Guaranty Agreement or the relevant Operative Document, as the case may be. Each Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Subsidiary Guarantee may be enforced up to the full amount of the Guaranteed Obligations without proceeding against Dollar, any other Guarantor, any security for the Guaranteed Obligations, or against any other Person that may have liability on all or any portion of the Guaranteed Obligations. Each Guarantor's obligations under this Subsidiary Guarantee and the obligations of any other Subsidiary Guarantor under a Subsidiary Guarantee, are joint and several.
