Guarantees of the Notes Clause Samples
The "Guarantees of the Notes" clause establishes that certain parties, typically affiliates or subsidiaries of the issuer, agree to guarantee the repayment of the notes issued under the agreement. In practice, this means that if the primary issuer fails to meet its payment obligations, the guarantors are legally required to fulfill those obligations, providing additional security to noteholders. This clause serves to enhance the creditworthiness of the notes and reduce the risk for investors by ensuring that multiple entities stand behind the repayment commitments.
Guarantees of the Notes. (a) The obligations of the Issuers pursuant to the Notes, including any repurchase obligation resulting from a Change of Control, are hereby unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Parent Guarantor and each Wholly Owned Restricted Subsidiary (other than a Foreign Subsidiary) of the Company that guarantees the Company’s obligations under the Senior Secured Credit Agreement (a “Senior Obligation Guarantor”). Notwithstanding the foregoing, if at any time any non-Wholly Owned Restricted Subsidiary (other than a Foreign Subsidiary) that is a Senior Obligation Guarantor, but is not, pursuant to the immediately preceding sentence, required to be a Guarantor (a “Non-Wholly Owned Senior Obligation Guarantor”) constitutes, either alone or together with all other Non-Wholly Owned Senior Obligation Guarantors at such time (considered for this purpose as a single subsidiary and determined on a combined or consolidated basis, as applicable), a Significant Subsidiary of the Company, then the Company shall within 20 days cause one or more Non-Wholly Owned Senior Obligation Guarantors to become Guarantors in accordance with the provisions of this section such that, after giving effect to all such additional Guarantors, no Non-Wholly Owned Senior Obligation Guarantor that is not a Guarantor, either alone or together with all other Non-Wholly Owned Senior Obligation Guarantors that are not Guarantors at such time (considered for this purpose as a single subsidiary and determined as provided above), shall constitute a Significant Subsidiary of the Company.
(b) Upon the occurrence of the Guarantee by any Restricted Subsidiary of the obligations of the Company under the Senior Secured Credit Agreement that is, pursuant to the first paragraph of this section, required thereby to provide a Guarantee, the Company will cause each such Restricted Subsidiary (other than a Securitization Subsidiary) to execute a Supplemental Indenture, satisfactory in form and substance to the Trustee, pursuant to which such Restricted Subsidiary will become a Guarantor.
(c) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its 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 Issuers under this Indenture (including obligat...
Guarantees of the Notes the New MEFA and the New EFA; Guarantees by NII of Permited Tower Transactions; Guarantees of Indebtedness Incurred under Section 4.03(b)(1); and Guarantees of other Indebtedness of the Company or NII by any Restricted Group Member, provided, that the Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; and
Guarantees of the Notes. (a) Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Notes and the Trustee the full and 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 and all other monetary obligations of the Issuer 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 Issuer or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (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 that it will remain bound under this Article 11 notwithstanding any extension or renewal of any Guarantor Obligation.
(b) Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guarantor Obligations and also waives notice of protest for
Guarantees of the Notes and the Existing Notes; (4) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Debt described in clause (1), (2) or (3) of this definition); (5) intercompany Debt between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; provided that, if for any reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable, such Debt shall cease to be Permitted Debt under this clause (5) and shall be deemed Incurred as Debt of the Company or a Restricted Subsidiary, as applicable, for purposes of this Indenture; (6) Guarantees Incurred by the Company of Debt of a Restricted Subsidiary otherwise permitted to be Incurred under this Indenture; provided that such Guarantees are subordinated to the Notes to the same extent as the Debt being Guaranteed if such Debt is a Subordinated Obligation;
Guarantees of the Notes. Article 10 of the Base Indenture provides for a Guarantee by the Guarantors (as defined in the Base Indenture) of selected series of Securities. Article 10 of the Base Indenture is expressly made applicable to the Notes.
Guarantees of the Notes. Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) above);
Guarantees of the Notes. 91 Section 11.02.
Guarantees of the Notes. (a) Subject to the provisions of this Article 11, the Guaranteed Obligations of the Issuer, if any, pursuant to the Notes, including any repurchase obligation resulting from a Change of Control, shall be unconditionally guaranteed, jointly and severally, on an unsecured senior basis, by each Wholly Owned Restricted Subsidiary of the Issuer that guarantees certain of the Issuer’s obligations as provided in Section 4.16 or otherwise.
(b) Each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.
(c) Upon the occurrence of the Guarantee by any Restricted Subsidiary pursuant to the first paragraph of this section, required thereby to provide a Note Guarantee, the Issuer will cause each such Restricted Subsidiary to execute a Supplemental Indenture, satisfactory in form and substance to the Trustee (and with such documentation relating thereto as the Trustee may require, including, without limitation, opinions of counsel as to the enforceability of such guarantee), pursuant to which such Restricted Subsidiary will become a Guarantor.
Guarantees of the Notes. 100 Section 10.01. Guarantees.................................................................100
Guarantees of the Notes. Debt of the Company or any of its Restricted Subsidiaries outstanding on the Issue Date (other than clauses (1), (2) or (3) above);