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This excerpt taken from the HOV 8-K filed Oct 12, 2006. SECTION
6.01. Guarantee. (a) Each Guarantor
hereby unconditionally guarantees (each such guarantee to be referred to herein
as a “Guarantee”), jointly and
severally with each other Guarantor, (i) the due and punctual payment of the
principal of and any premium or interest on the Loans, whether at maturity or
on an Interest Payment Date, by acceleration, or otherwise, and interest on the
overdue principal of and interest, if any, on the Loans and all other
obligations of the Company hereunder and under any other Loan Document, all in
accordance with the terms hereof and of the other Loan Documents, and (ii) in
cases of any extension of time of payment or renewal of any such Loan or any of
such other obligations, the same shall be promptly paid in full when due or to
be performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise.
(b) If the Company fails to make any payment when due or any amount so guaranteed for whatever reason, each Guarantor shall be obligated, jointly and severally with each other Guarantor, if any, to pay the same immediately. Each Guarantor hereby agrees that its obligations hereunder shall be continuing, absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Loans, any Loan Document, the absence of any action to enforce the same, any waiver or consent by any Lender, the Issuing Bank or the Administrative Agent with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demand whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations guaranteed by such Guarantee in this Article VI. If the Issuing Bank, the Administrative Agent or any Lender is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or any Guarantor, any amount paid by the Company or such Guarantor under this Guarantee, then this Article VI, to the extent theretofore discharged with respect to any Guarantee, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any obligations guaranteed hereby until payment in full of any obligations of the Company hereunder and under the other Loan Documents. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Administrative Agent, the Issuing Bank and the Lenders, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VII hereof, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article VII hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor, jointly and severally with any other Guarantor, for the purpose of this Article VI. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article VII, the Administrative Agent may make a demand for payment under any Guarantee provided hereunder and not discharged.41 (c) With respect to each Guarantee by a Guarantor, such Guarantor shall be subrogated to all rights of each beneficiary of such Guarantee against the Company in respect of any amounts paid to such beneficiary by such Guarantor pursuant to the provisions of such Guarantee; provided that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until all obligations of the Company under the Loan Documents shall have been paid in full and the Letter of Credit shall no longer be outstanding.This excerpt taken from the HOV 8-K filed Jun 15, 2006. guarantee” means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person: (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof, in whole or
in part; provided that the term “guarantee” does
not include endorsements for collection or deposit in the ordinary course of
business. The term “guarantee” used as a verb has a corresponding meaning.
“ This excerpt taken from the HOV 8-K filed Feb 27, 2006. guarantee” means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person: (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof, in whole or
in part; provided that the term “guarantee” does
not include endorsements for collection or deposit in the ordinary course of
business. The term “guarantee” used as a
verb has a corresponding meaning.
“ This excerpt taken from the HOV 10-K filed Jan 13, 2005. Guarantee”)
(i) the due and punctual payment of the principal of and interest and
Additional Interest, if any, on the Issuer’s 61/4% Senior
Notes due 2015 (the “ | EXCERPTS ON THIS PAGE:
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