Lien means, with respect to any Person, any mortgage, lien, pledge, charge, security interest, encumbrance, set-off, bankers lien or similar arrangement, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under a conditional sale or other title retention agreement or Capital Lease, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements, and all similar arrangements).
Noteholder means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1 of the Note Purchase Agreement, provided, however, that if such Person is a nominee, holder shall mean the beneficial owner of such Note whose name and address appears in such register.
payment in full, paid in full or any similar term means indefeasible payment in full of the Guarantied Obligations, including, without limitation, all principal, interest, Make-Whole Amount, reasonable costs, fees and expenses (including, without limitation, reasonable legal fees and expenses) owed to Noteholders as required under the Note Purchase Agreement or the Notes.
Person means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.
(a) References to Sections and subsections shall be to Sections and subsections, respectively, of this Guaranty unless otherwise specifically provided. All accounting terms not otherwise defined herein shall have the meanings assigned to them under generally accepted accounting principles.
(b) In the event of any conflict or inconsistency between the terms, conditions and provisions of this Guaranty and the terms, conditions and provisions of the Note Purchase Agreement, the terms, conditions and provisions of this Guaranty shall prevail.
SECTION 2. THE GUARANTY
2.2 Guaranty of the Guarantied Obligations. Subject to the provisions of subsection 2.3(a), Guarantors jointly and severally hereby irrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the due and punctual payment in full and performance of all Guarantied Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of Bankruptcy Code, 11 U.S.C. § 362(a)). The term Guarantied Obligations is used herein in its most comprehensive sense and includes: