Obligations of Guarantors Unconditional. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Securities or the Guarantees is intended to or shall impair, as among each of the Guarantors and the Holders of the Securities, the obligation of each Guarantor, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with the terms of the Guarantee of such Guarantor, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of any Guarantor other than the holders of Guarantor Senior Indebtedness of such Guarantor, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Twelve of the holders of Guarantor Senior Indebtedness in respect of cash, property or securities of any Guarantor received upon the exercise of any such remedy. Without limiting the generality of the foregoing, nothing contained in this Article Twelve shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Guarantor Senior Indebtedness of any Guarantor then due and payable shall first be paid in full before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from such Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee.
Obligations of Guarantors Unconditional. 92 SECTION 12.06. Notice to Trustee............................................93 SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating Agent............................................94 SECTION 12.08. Trustee's Relation to Senior Debt of Guarantors..............94
Obligations of Guarantors Unconditional. Nothing contained in this Article X or elsewhere in this Indenture or in the Guarantees is intended to or shall impair, as among the Guarantors, its creditors other than the holders of Guarantor Senior Debt, and the Holders, the obligation of the Guarantors, which is absolute and unconditional, to pay to the Holders the principal of and any interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Guarantors other than the holders of the Guarantor Senior Debt, nor shall anything herein or therein prevent the Holder of any Guarantee or the Trustee on its behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, in respect of cash, property or securities of any Guarantor received upon the exercise of any such remedy.
Obligations of Guarantors Unconditional. Each Guarantor agrees that its Obligations hereunder shall be Guarantees of payment and shall be unconditional, irrespective of and unaffected by the validity, regularity or enforceability of the Notes or this Indenture, or of any amendment thereto or hereto, the absence of any action to enforce the same, the waiver or consent by any Holder or by the Trustee with respect to any provisions thereof or of this Indenture, the entry of any judgment against the Company or any other Guarantor or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
Obligations of Guarantors Unconditional. 72 SECTION 13.07.
Obligations of Guarantors Unconditional. 109 Section 10.7. Notice to Trustee............................................................................. 109 Section 10.8. Reliance on Judicial Order or Certificate of Liquidating Agent................................ 110 Section 10.9. Trustee's Relation to Guarantor Senior Debt................................................... 110 Section 10.10.Subordination Rights Not Impaired by Acts or Omissions of the Guarantors or Holders of Guarantor Senior Debt............................................... 110 Section 10.11.Securityholders Authorize Trustee To Effectuate Subordination of Guarantees................... 111 Section 10.12.This Article X Not To Prevent Events of Default............................................... 112 Section 10.13.Trustee's Compensation Not Prejudiced......................................................... 112 ARTICLE XI. GUARANTEE
Obligations of Guarantors Unconditional. 71 SECTION 12.3. Limitation on Guarantors' Liability...............................71 SECTION 12.4. Releases of Guarantees............................................71 SECTION 12.5.
Obligations of Guarantors Unconditional. 56 Section 13.06. Notice to Trustee................................................................57 Section 13.07. Reliance on Judicial Order or Certificate of Liquidating Agent.........................................................................58 Section 13.08. Trustee's Relation to Guarantor Senior Indebtedness..............................58 Section 13.09. Subordination Rights Not Impaired by Acts or Omissions of the Guarantors or Holders of Guarantor Senior Indebtedness..................................................................59 Section 13.10. Securityholders Authorize Trustee to Effectuate Subordination of Guarantee....................................................59 Section 13.11. This Article Not to Prevent Events of Default....................................59 Section 13.12. Trustee's Compensation Not Prejudiced............................................59 Section 13.13. No Waiver of Guarantee Subordination Provisions..................................59 Section 13.14. Certain Payments May Be Paid Prior to Dissolution................................60 Signatures..........................................................................................69 EXHIBIT A - Form of Security INDENTURE dated as of , 200[ ], by and among XXXXXXX & XXXXXX PRODUCTS CO., a Delaware corporation (the "Company"), as issuer, XXXXXXX & XXXXXX CORPORATION, as parent guarantor, each of the Subsidiary Guarantors (as defined in Section 1.01 below), as subsidiary guarantors and [ ], a (the "Trustee"), as trustee. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's debt securities issued under this Indenture (the "Securities"): ARTICLE ONE
Obligations of Guarantors Unconditional. 97 SECTION 12.5
Obligations of Guarantors Unconditional. (a) The Guarantors hereby jointly and severally guarantee that the Obligations will be paid strictly in accordance with the terms of the Loan Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto. The obligations of the Guarantors hereunder shall be absolute and unconditional irrespective of: (i) the validity, regularity or enforceability of the Loan Documents or any other instrument or document executed or delivered in connection therewith; (ii) any alteration, amendment, modification, release, termination or cancellation of any Loan Document, or any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the obligations of the Borrower contained in any of the Loan Documents; (iii) any waiver of, or consent to any departure from, any of the provisions of any Loan Document; (iv) any exchange, addition, subordination or release of, or non-perfection of any lien on or security interest in, any collateral under the Loan Documents; (v) any alteration, modification, amendment, release, termination or cancellation of or waiver of or consent to any departure from, any other indemnity or guaranty given in connection with the Loan Documents; (vi) any negligence by the Bank in the administration or enforcement of the Obligations or any delay in enforcing the Obligations or in realizing on any collateral for the Obligations or any extension of the term of the Notes and any Letter of Credit, if issued; (vii) the insolvency or bankruptcy of the Borrower or any of the signatories of this Guaranty; (viii) any failure by the Bank to advise any Guarantor of adverse changes in the financial condition of the Borrower, any Project (as defined in the Loan Agreement) or any matters relating to any Letter of Credit, if issued; (ix) any sale, transfer, grant, conveyance or assignment of the Borrower's interest in any Project or any part thereof; or (x) any other circumstance which might otherwise constitute a defense (legal, equitable or otherwise) available to, or a discharge of, the Borrower with respect to any or all of the Obligations of the Guarantors in respect hereof. The Guarantors agree that any exculpatory language contained in any of the Loan Documents shall in no event apply to this Guaranty, and will not prevent the Bank from proceeding against the Guarantors to enforce this Guaranty, except with respect...
